November 22, 2018
As part of the merger agreement between the two parties, the expiration time of the tender offer for all outstanding shares of Essendant’s common stock has been extended.
The offer will now expire on the 29th of November, at 6pm NYC time, unless further extension is made; this contrasts with the previous expiry of the 19th of November. It is expected that the tender offer will be consummated promptly following the expiration time, subject to the satisfaction of the remaining closing conditions.
The depositary for the tender offer has indicated that, as of the previous expiry date, 20,036,092 shares of Essendant common stock have been validly tendered and not properly withdrawn pursuant to the tender offer (excluding 466,742 shares tendered pursuant to guaranteed delivery procedures), which represent, together with the 4,203,631 shares already owned by Egg Parent or Egg Merger Sub (two of Staples’ affiliate companies) or any of their respective affiliates, approximately 64.4 percent of the outstanding shares.
Stockholders who have already tendered their shares into the tender offer do not have to re-tender their shares or take any other action as a result of the extension of the expiration time of the tender offer.
Completion of the tender offer remains subject to additional conditions described in the tender offer statement on Schedule TO filed by Egg Merger Sub, Egg Parent and Staples with the U.S. Securities and Exchange Commission on the 24th of September.
The tender offer will continue to be extended until all conditions are satisfied or waived, or until the tender offer is terminated, in either case pursuant to the terms of the Merger Agreement and as described in the Schedule TO.
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