Essendant, a distributor of workplace items with 2017 net sales of $5 billion, has accepted an acquisition bid from Staples.
Staples will acquire all of the outstanding shares of Essendant common stock for $12.80 per share in cash. The transaction value is $996 million including net debt, reflecting a 51% premium to Essendant's share price on April 11.
The transaction follows the determination by Essendant's board of directors, after consultation with legal and financial advisors, that the Staples bid constituted a "superior proposal" as defined in Essendant's previously announced merger agreement to combine with Genuine Parts Co.'s S.P. Richards business. After a waiting period and with no counter proposal, Essendant terminated the previously established agreement under which GPC remains entitled to a $12 million break-up fee, one that Staples is paying as part of its acquisition agreement.
The acquisition is expected to close in the fourth quarter.