February 1, 2019
Following the news that Staples’ acquisition of Essendant has been approved with conditions, Staples has now announced the successful completion of the tender offer for all outstanding Essendant shares.
Staples, Inc. and Essendant Inc. have announced the successful completion of the previously announced tender offer by Egg Merger Sub Inc. and Egg Parent Inc. affiliates of Staples, to acquire all outstanding shares of Essendant common stock at a purchase price of $12.80 (€11.16) per share, net to the seller in cash, without interest, subject to any deduction or withholding of taxes required by applicable law.
The tender offer expired at 6:00 p.m., New York City time, on 30 January 2019. As of the expiration of the tender offer, 25,794,684 shares of Essendant common stock were validly tendered and not properly withdrawn pursuant to the tender offer (excluding 901,097 shares tendered pursuant to guaranteed delivery procedures but not yet delivered). The shares tendered in the tender offer represent, together with the 4,203,631 shares already owned by Egg Parent, Egg Merger Sub or any of their respective “affiliates” (as defined by Section 251(h)(6) of the General Corporation Law of the State of Delaware (the “DGCL”)), approximately 79.7 percent of the outstanding shares of Essendant common stock.
Each of the conditions of the tender offer has been satisfied (or validly waived) and Egg Merger Sub has accepted for payment, and will promptly pay for, all shares validly tendered and not properly withdrawn pursuant to the tender offer in accordance with the terms of the tender offer.
As a result of its acceptance of the shares tendered in the tender offer, Egg Merger Sub has acquired a sufficient number of shares of Essendant common stock to close the merger of Egg Merger Sub with and into Essendant without the affirmative vote of Essendant’s stockholders pursuant to Section 251(h) of the DGCL.
Each share of Essendant common stock that is outstanding immediately prior to the completion of the merger (other than (i) shares owned, directly or indirectly, by Egg Parent, Essendant (including shares held as treasury stock) or Egg Merger Sub, (ii) shares subject to Essendant’s equity compensation awards and (iii) shares owned by Essendant’s stockholders who have perfected their statutory rights of appraisal pursuant to Section 262 of the DGCL) will be converted automatically into the right to receive an amount in cash equal to the same $12.80 (€11.16) purchase price per share, net to the seller in cash, without interest, subject to any deduction or withholding of taxes required by applicable law, that was offered in the tender offer.
Upon completion of the merger, Essendant will become a wholly owned subsidiary of Egg Parent and Essendant common stock will cease trading on Nasdaq.
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