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. 29)
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. 29 (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 at the end of the subsection titled “Regulatory Approvals—United States Antitrust Compliance” the disclosure set forth below:
“On January 28, 2019, the FTC voted to approve a consent decree for the proposed acquisition of the Company by Staples and its affiliates, whose owner is Sycamore Partners. Under the terms of the proposed consent order that was approved by the FTC for public comment, Sycamore Partners and Staples must ensure that Sycamore Partners’ ownership of the Company does not give certain Staples employees access to the Company’s customers’ commercially sensitive information. Acceptance of this proposed agreement completes the FTC’s review of the Contemplated Transactions. The FTC vote terminated the waiting period applicable to the acquisition under the HSR Act and allows Sycamore Partners to complete its acquisition of the Company. Accordingly, the condition set forth in the Merger Agreement that any waiting period (and any extension thereof) under the HSR Act shall have expired or shall have been terminated has been satisfied.”
| Item 9. | Exhibits. |
Item 9 of the Schedule14D-9 is hereby amended and supplemented by adding the following exhibits:
Exhibit No. | Description | |
(a)(5)(KK) | Form of Letter sent to Essendant Inc. Associates, dated January 28, 2019. | |
(a)(5)(LL) | Form of Letter sent to Essendant Inc. Customers, dated January 28, 2019. | |
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: January 28, 2019
