Menu
Posted September 10, 2018

Essendant to terminate S.P. Richards merger offer

Essendant plans to terminate a merger agreement with Genuine Parts Company's S.P. Richards in favor of a proposal from Staples Inc.


Essendant announced that its board of directors, after consulting with legal and financial advisors, has determined that the proposal from Staples Inc. to acquire all of the outstanding shares of Essendant common stock for $12.80 per share in cash constitutes a "Superior Proposal" as defined in Essendant's previously announced merger agreement with Genuine Parts Company. Staples previously submitted an unsolicited offer on April 17, which it reaffirmed on Sept. 4, to acquire all of the outstanding shares of Essendant common stock for $11.50 per share in cash. As part of its current proposal, Staples delivered to Essendant a merger agreement signed by Staples.

As previously announced, Essendant and GPC entered into a definitive merger agreement on April 12, in which Essendant agreed to combine with GPC's S.P. Richards business.

Essendant is delivering notice to GPC of the board's determination that the Staples proposal constitutes a superior proposal and intends to terminate the S.P. Richards merger to enter into the merger agreement with Staples. 

Responding to today's announcement, GPC said it does not plan to make any counterproposals. Therefore, GPC anticipates that the merger agreement will terminate at the end of the three-day match period. Upon termination of the merger agreement, Essendant will be required to pay a termination fee to GPC in the amount of $12 million.

SPONSORED ADS