Deerfield, IL-based workplace essentials distributor Essendant on Wednesday provided its shareholders with several updates regarding its previously announced merger agreement with Genuine Parts Company subsidiary S.P. Richards and unsolicited buyout offer from Staples.
Regarding the buyout offer that Staples sent on April 17, Essendant said that it provided Staples a revised draft confidentiality agreement on May 17. But as of Wednesday's press release, "Staples has not entered into a confidentiality agreement with Essendant and has not otherwise engaged in discussions with Essendant with respect to its proposal." Staples' buyout offer came April 17, just five days after Essendant and GPC announced their intention to merge in a $680 million deal. Essendant rejected that offer, and Staples sent a revised proposal 12 days later.
Staples is owned by Sycamore Partners, which owns a 9.9 percent stake in Essendant.
Essentially, Essendant reaffirmed that the S.P. Richards merger is still on track, with Essendant's board still recommending that its investors vote in favor of the transaction that will create a newly company with approximately $7 billion in combined annual sales. Genuine Parts Company had proposed an enhanced merger proposal on May 7 that would provide Essendant shareholders with nontransferrable cash payment of up to $4 per Essendant share after the merger, but Essendant said Wednesday that its board determined the proposal was not in the best interest of the company. The merger agreement will not be amended to reflect that enhanced proposal and the original agreement remains in effect.
Essendant said it received a sequent information request from the Federal Trade Commission, which it anticipated. That request extends the waiting period for the merger until 30 days after Essendant and GPC have complied with it.
Essendant's industrial products segment had 2017 full-year sales of $590 million, while its jan/san sales were $1.32 billion.