ATLANTA, Sept. 10, 2018 /PRNewswire/ -- Genuine Parts Company (NYSE: GPC) ("GPC")
today announced that it has received notice from Essendant (Nasdaq: ESND) of its intent to terminate the merger agreement to
combine GPC's S.P. Richards business with Essendant, entered into on April 12, 2018 (the "Merger
Agreement"). The notice stated that Essendant's Board of Directors has determined that the competing acquisition proposal from
Staples, Inc. is a "Superior Proposal" as defined in the Merger Agreement.
Under the terms of the Merger Agreement, this notice commenced a three-day match period, during which GPC intends to evaluate
its rights under the existing Merger Agreement. GPC continues to believe the Merger Agreement represents a superior proposal and
will not make any counterproposals. Therefore, GPC anticipates that the Merger Agreement will terminate at the end of the three
day match period. Upon termination of the Merger Agreement, Essendant will be required to pay a termination fee to GPC in the
amount of $12 million.
GPC issued the following statement:
The Merger Agreement announced on April 12 was the result of a
rigorous due diligence and negotiation process that we believe accurately determined fair value for the transaction combining
S.P. Richards and Essendant.
We believe that the prospects for S.P. Richards remain strong and that there is significant
opportunity for S.P. Richards to grow and deepen its relationships with both independent dealers and other customer channels. As
such, we are confident in our ability to drive growth and profitability for S.P. Richards and to support value creation for GPC
shareholders.
J.P. Morgan is acting as financial advisor and Davis Polk & Wardwell LLP is acting as legal
counsel to GPC.
Cautionary Statement
This press release contains forward-looking statements, which are intended to provide management's current expectations or
plans for our future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking
statements may include references to goals, plans, strategies, objectives, projected costs or savings, anticipated future
performance, and/or results. These forward-looking statements are based on management's current expectations, forecasts and
assumptions. This means they involve a number of risks and uncertainties that could cause actual results to differ materially
from those expressed or implied here, including but not limited to: the occurrence of events that may give rise to a right of one
or both of GPC and Essendant to challenge the termination of, or other actions taken pursuant to, the Merger Agreement; negative
effects resulting from the transaction process, significant transaction costs and/or unknown liabilities; risks associated with
other transaction related litigation; and the ability of GPC to retain and hire key personnel. Stockholders, potential investors
and other readers are urged to consider these risks and uncertainties in evaluating forward-looking statements and are cautioned
not to place undue reliance on the forward-looking statements. For additional information on identifying factors that may cause
actual results to vary materially from those stated in forward-looking statements, please see GPC's reports on Forms 10-K, 10-Q
and 8-K filed with or furnished to the SEC and other written statements made by GPC from time to time. The forward-looking
information provided by GPC is given as of this date only, and GPC does not undertake any obligation to revise or update it.
About GPC
Genuine Parts Company is a distributor of automotive replacement parts in the U.S., Canada,
Mexico, Australasia, France, the U.K., Germany and Poland. The Company also distributes industrial replacement
parts and electrical and electronic materials in the U.S., Canada and Mexico through its Industrial Products Group. S.P. Richards Company, the Business Products Group,
distributes a variety of business products in the U.S. and Canada.
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SOURCE Genuine Parts Company