SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE14D-9
Solicitation/Recommendation Statement
under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 3)
ESSENDANT INC.
(Name of Subject Company)
ESSENDANT INC.
(Names of Persons Filing Statement)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
296689102
(CUSIP Number of Class of Securities)
Brendan J. McKeough
Senior Vice President, General Counsel and Secretary
Essendant Inc.
One Parkway North Blvd.
Suite 100
Deerfield, Illinois 60015
(847)627-7000
(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Charles W. Mulaney, Jr., Esq.
Richard C. Witzel, Jr., Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
(312)407-0700
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 3 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule14D-9 (as amended or supplemented from time to time, the “Schedule14D-9”) filed by Essendant Inc., a Delaware corporation (“Essendant”), with the Securities and Exchange Commission on September 24, 2018, relating to the offer by Egg Merger Sub Inc. (a Delaware corporation and a direct wholly owned subsidiary of Egg Parent Inc., a Delaware corporation, and an affiliate of Staples, Inc., a Delaware corporation) to purchase all of the outstanding shares of Essendant’s common stock, par value $0.10 per share, at a purchase price of $12.80 per share, net to the seller in cash, without interest, subject to any deduction or withholding of taxes required by applicable law, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 24, 2018 (incorporated by reference in the Schedule14D-9 as Exhibit (a)(1)(A)), as amended or supplemented from time to time, and in the related Letter of Transmittal (incorporated by reference in the Schedule14D-9 as Exhibit (a)(1)(B)), as amended or supplemented from time to time.
Except to the extent amended and supplemented by this Amendment, the information in the Schedule14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment have the meanings ascribed to them in the Schedule14D-9.
| Item 8. | Additional Information. |
Item 8 of the Schedule14D-9 is hereby amended and supplemented by inserting after the subsection titled “Annual and Quarterly Reports” a new subsection titled “Certain Litigation” and the disclosure set forth below:
“On September 27, 2018, a purported stockholder filed a putative class action lawsuit in the United States District Court for the District of Delaware, captionedJoseph Pietras v. Essendant Inc., et al., Case No.1:18-cv-01506-UNA (D. Del.) (the “Pietras Complaint”). ThePietras Complaint names the Company and the Company Board as defendants. ThePietras Complaint alleges that the defendants violated federal securities laws by filing, or causing the Company to file, a Schedule14D-9 Solicitation/Recommendation Statement in connection with the Contemplated Transactions that omits purportedly material information. ThePietras Complaint seeks to enjoin the closing of the Offer unless and until the requested information is disclosed or, alternatively, to recover damages if the Offer closes without the disclosure of such information. The Company believes that the action is without merit. The full complaint is attached hereto as Exhibit (a)(5)(J).”
| Item 9. | Exhibits. |
Item 9 of the Schedule14D-9 is hereby amended and supplemented by adding the following exhibits:
Exhibit No. | Description | |
| (a)(5)(J) | Class Action Complaint filed on September 27, 2018 (Joseph Pietras v. Essendant Inc., et al., Case No.1:18-cv-01506-UNA). | |
| (a)(5)(K) | Form of Letter sent to Essendant Inc. Customers, dated September 28, 2018. | |
Signature. After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| ESSENDANT INC. | ||||
| By: | /s/ Brendan McKeough | |||
| Name: | Brendan McKeough | |||
| Title: | Senior Vice President, General Counsel and Secretary | |||
Date: September 28, 2018
