This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this
Schedule TO
) is being filed by (i) Egg Parent Inc., a Delaware corporation (
Parent
), (ii) Egg Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent
(
Purchaser
), and (iii) Staples, Inc., a Delaware corporation and an affiliate of Parent and Purchaser (
Staples
). This Schedule TO relates to the tender offer for all of the outstanding shares of common
stock, par value $0.10 per share (the
Shares
) of Essendant Inc., a Delaware corporation (the
Company
), at a 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 (the
Offer Price
), upon the terms and conditions set forth in the offer to purchase, dated September 24, 2018 (the
Offer to Purchase
), a copy of which
is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the
Letter of Transmittal
), a copy of which is attached as
Exhibit (a)(1)(B), which, together with any amendments or supplements,
collectively constitute the
Offer
.
All the information set forth in the Offer to Purchase is incorporated by reference herein in
response to Items 1 through 9 and Item 11 in this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.
Item 1. Summary Term Sheet.
The information set
forth in the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address
.
The name, address, and telephone number of the subject companys principal executive offices are as follows:
Essendant Inc.
One Parkway North Blvd., Suite 100
Deerfield, Illinois 60015
(847)
627-7000
(b) Securities
.
This Schedule TO relates to the Offer by Purchaser to purchase all issued
and outstanding Shares. As of the close of business on September 5, 2018, there were 37,644,198 Shares issued and outstanding, 113,228 Shares issuable pursuant to outstanding stock option grants, 474,738 Shares issuable pursuant to outstanding
Company restricted stock units, 156,250 Shares issuable pursuant to outstanding Company performance units and 626,273 Shares issuable pursuant to outstanding Company performance stock units assuming satisfaction of any performance-based vesting
criteria at target levels.
(c) Trading Market and Price
.
The information set forth under the caption THE TENDER OFFERSection 6
(Price Range of Shares; Dividends) of the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of
Filing Person.
(a)-(c) Name and Address; Business and Background of Entities; and Business and Background of Natural Persons
.
The
information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFERSection 8 (Certain Information Concerning the Purchasing Parties) and Schedule I attached thereto
2