Another extension for Essendant and Staples
January 28, 2019
As Staples’ acquisition of Essendant continues to be postponed due to the USA’s federal government shutdown, the pair are providing another tender offer extension.
Staples, Inc. and Essendant Inc. have announced that, pursuant to the Merger Agreement, Egg Merger Sub Inc. and Egg Parent Inc. affiliates of Staples, have extended the expiration time of the previously announced tender offer for all outstanding shares of Essendant’s common stock to 6:00 p.m., New York City time, on 30 January 2019, unless the tender offer is further extended in accordance with the Agreement and Plan of Merger, dated as of 14 September 14, 2018, by and among Essendant, Staples, Egg Parent and Egg Merger Sub.
The tender offer was previously scheduled to expire at 6:00 p.m., New York City time, on 23 January 2019. The tender offer is being made pursuant to the Merger Agreement. Egg Merger Sub and Egg Parent expect the tender offer will be consummated promptly following the expiration time (as extended hereby), subject to the satisfaction of the remaining closing conditions. The tender offer has been extended to allow additional time for the condition relating to the expiration or termination of the waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 to be satisfied.
The parties expect the merger to close in early 2019.
The depositary for the tender offer has indicated that, as of 6:00 p.m., New York City time, on 23 January 2019, 23,404,727 shares of Essendant common stock have been validly tendered and not properly withdrawn pursuant to the tender offer (excluding 1,605,355 shares tendered pursuant to guaranteed delivery procedures), which represent, together with the 4,203,631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 73.4% of the outstanding shares. Stockholders who have already tendered their shares into the tender offer do not have to re-tender their shares or take any other action as a result of the extension of the expiration time of the tender offer.
Completion of the tender offer remains subject to additional conditions described in the tender offer statement on Schedule TO filed by Egg Merger Sub, Egg Parent and Staples with the U.S. Securities and Exchange Commission on 24 September 2018.
Such conditions include the HSR Clearance Condition and the number of shares representing a majority of the shares then outstanding (including shares then owned by Egg Parent, Egg Merger Sub or any of their respective “affiliates” (as defined by Section 251(h)(6) of the DGCL)) being validly tendered and not properly withdrawn prior to the expiration of the tender offer (including any extensions). The tender offer will continue to be extended until all conditions are satisfied or waived, or until the tender offer is terminated, in either case pursuant to the terms of the Merger Agreement and as described in the Schedule TO.
Categories : City News
Tags : Essendant Extension Staples Tender Offer USA
