Staples, Inc. and Essendant Inc. announced that an affiliate of Staples has commenced the previously announced tender offer for all outstanding shares of Essendant's common stock at a purchase price of $12.80 per share, net to the seller in cash, subject to reduction for any applicable withholding taxes in respect thereof, without interest.
On Sept. 14, 2018, Essendant entered into a definitive merger agreement with Staples and its affiliates Egg Parent Inc. and Egg Merger Sub Inc., pursuant to which the tender offer is being made.
Egg Parent Inc., Egg Merger Sub Inc. and Staples, Inc. are filing with the Securities and Exchange Commission today a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth the terms and conditions of the tender offer. Additionally, Essendant is filing with the SEC a solicitation/recommendation statement on Schedule 14D-9 setting forth, among other things, the recommendation of Essendant's Board of Directors that Essendant's stockholders accept the tender offer and tender their shares in the tender offer.
Essendant's Board of Directors unanimously recommends that Essendant stockholders tender their shares in the tender offer.
The completion of the tender offer is conditioned upon, among other things, satisfaction of a minimum tender condition and expiration or termination of any waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976. The tender offer and withdrawal rights are scheduled to expire at one minute after 11:59 p.m., New York City time, on October 22, 2018, unless extended in accordance with the terms of the merger agreement.
Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of certain conditions, Egg Merger Sub Inc. will merge with and into Essendant, with Essendant continuing as the surviving entity, under Section 251(h) of the Delaware General Corporation Law, without any further action by any other stockholder of Essendant. All remaining outstanding shares of Essendant's common stock will generally be automatically cancelled and converted in the merger into the right to receive an amount in cash equal to the $12.80 offer price per share net to the seller, subject to reduction for any applicable withholding taxes in respect thereof, without interest.
Upon the completion of the transaction, Essendant will become a privately held company.