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DEERFIELD, Ill., May 16, 2018 /PRNewswire/ — Essendant Inc. (Nasdaq: ESND) today accepted that it accustomed an unsolicited angle from Staples, Inc. to admission all shares of Essendant banal for $11.50 per allotment in cash. Essendant’s acceptance follows today’s Schedule 13D filing with the U.S. Balance and Exchange Commission by Staples, Inc., Sycamore Partners and assertive affiliates advice a 9.9% buying pale in Essendant.� Staples is a portfolio aggregation of Sycamore Partners.

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On April 17, 2018, Staples appear its antecedent angle to Essendant, which Essendant beneath afterwards absolute analysis by its Board in appointment with its banking and acknowledged advisors.� Staples beatific a revised angle on April 29, 2018 advertence that it believed it will be able to analyze incremental amount opportunities to accredit it to admission its action decidedly in balance of $11.50 per allotment afterwards accepting arcane advice and agreeable in discussions with Essendant.� On May 4, 2018, in appointment with its banking and acknowledged advisors, Essendant’s Board bent that Staples’ revised angle is analytic acceptable to advance to a “Superior Proposal” as authentic in the alliance acceding with Genuine Parts Aggregation (“GPC”). �There can be no affirmation that the Staples angle will aftereffect in a transaction.

On May 7, 2018, GPC fabricated an added angle to the ahead appear alliance acceding with Essendant beneath which Essendant shareholders would be provided a nontransferable appropriate to a accidental banknote acquittal afterward achievement of the alliance and based on the consecutive trading amount of Essendant shares. The accidental acquittal would accept a best amount of $4.00 per allotment and a minimum amount of zero.� Specifically, the accidental acquittal would be according to $12.00 per allotment bare the greater of (a) the abounding boilerplate amount of Essendant shares during a 20-day altitude aeon catastrophe at the after of (i) December 31, 2019 or (ii) the 12-month ceremony of closing, or (b) $8.00, accountable to added acceding and conditions.� There can be no affirmation that the GPC alliance acceding will be adapted to absorb this proposal.

As ahead appear on April 12, 2018, Essendant entered into a absolute alliance acceding to amalgamate Essendant and GPC’s S.P. Richards business in a Reverse Morris Trust transaction. Upon closing of the transaction, GPC shareholders will own about 51% and Essendant shareholders will own about 49% of the accumulated company.� The alliance acceding with GPC charcoal in effect, and the Essendant Board has not afflicted its advocacy that Essendant’s shareholders vote in favor of that transaction.

Citigroup Global Markets Inc. is acting as banking adviser and Skadden, Arps, Slate, Meagher & Flom LLP is acting as acknowledged admonition to Essendant.

Cautionary Statements

This columnist absolution contains advanced statements, including statements apropos the proposed business aggregate transaction amid Essendant Inc. (“Essendant”) and Genuine Parts Aggregation (“GPC”) in which GPC will abstracted its Business Articles Accumulation and amalgamate this business with Essendant. From time to time, articulate or accounting advanced statements may additionally be included in added advice appear to the public. These advanced statements are advised to accommodate management’s accepted expectations or affairs for our approaching operating and banking performance, based on assumptions currently believed to be valid. Advanced statements generally accommodate words such as “expects,” “anticipates,” “estimates,” “intends,” “plans,” “believes,” “seeks,” “will,” “is acceptable to,” “scheduled,” “positioned to,” “continue,” “forecast,” “predicting,” “projection,” “potential” or agnate expressions. Advanced statements may accommodate references to goals, plans, strategies, objectives, projected costs or savings, advancing approaching performance, results, contest or affairs of Essendant or the accumulated aggregation afterward the proposed transaction with GPC, the advancing allowances of the proposed transaction with GPC, including estimated synergies, the accepted timing of achievement of the transaction and added statements that are not carefully absolute in nature. These advanced statements are based on management’s accepted expectations, forecasts and assumptions. This agency they absorb a cardinal of risks and uncertainties that could account absolute after-effects to alter materially from those bidding or adumbrated here, including but not bound to: the adeptness of Essendant and GPC to accept the appropriate authoritative approvals for the proposed transaction and approval of Essendant’s stockholders and to amuse the added altitude to the closing of the transaction with GPC on a appropriate base or at all; the accident of contest that may accord acceleration to a appropriate of one or both of Essendant and GPC to abolish the alliance agreement; abrogating furnishings of the advertisement or the cleanup of the transaction with GPC on the bazaar amount of Essendant’s accepted banal and/or on its business, banking condition, after-effects of operations and banking performance; risks apropos to the amount of the Essendant shares to be issued in the transaction with GPC, cogent transaction costs and/or alien liabilities; the achievability that the advancing allowances from the proposed transaction with GPC cannot be accomplished in abounding or at all or may booty best to apprehend than expected; risks associated with affairs absolute accord and/or added accoutrement that may be triggered by the proposed transaction with GPC; risks associated with transaction-related litigation; the achievability that costs or difficulties accompanying to the affiliation of Essendant and GPC’s S.P. Richards business will be greater than expected; and the adeptness of the accumulated aggregation to absorb and appoint key personnel. There can be no affirmation that the proposed transaction with GPC or any added transaction declared aloft will in actuality be consummated in the address declared or at all. Stockholders, abeyant investors and added readers are apprenticed to accede these risks and uncertainties in evaluating advanced statements and are cautioned not to abode disproportionate assurance on the advanced statements. For added advice on anecdotic factors that may account absolute after-effects to alter materially from those declared in advanced statements, amuse see Essendant’s and GPC’s letters on Forms 10-K, 10-Q and 8-K filed with or furnished to the U.S. Balance and Exchange Commission (the “SEC”) and added accounting statements fabricated by Essendant and/or GPC from time to time. The advanced advice herein is accustomed as of this date only, and neither Essendant nor GPC undertakes any obligation to alter or amend it.

Additional Information

In affiliation with the proposed transaction with GPC, Essendant will book with the SEC a allotment account on Form S-4 absolute a proxy statement/prospectus of Essendant, and Rhino SpinCo, Inc., a wholly-owned accessory of GPC created for the proposed transaction (“SpinCo”), will book with the SEC a allotment account on Form 10. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and aegis holders will be able to admission the allotment statements and the proxy statement/prospectus chargeless of allegation from the SEC’s website or from Essendant or GPC. The abstracts filed by Essendant with the SEC may be acquired chargeless of allegation at Essendant’s website at www.essendant.com, at the SEC’s website at www.sec.gov or by contacting Essendant’s Investor Relations Department at (847) 627-2900. The abstracts filed by SpinCo with the SEC may be acquired chargeless of allegation at GPC’s website at www.genpt.com, at the SEC’s website at www.sec.gov or by contacting GPC’s Investor Relations Department at (678) 934-5000.

Participants in the Solicitation

Essendant, GPC and their corresponding admiral and controlling admiral and added associates of administration and advisers may be accounted to be participants in the address of proxies in account of the proposed transaction with GPC. Advice about Essendant’s admiral and controlling admiral is accessible in Essendant’s proxy account for its 2018 anniversary affair of stockholders, which was filed with the SEC on April 13, 2018. Advice about GPC’s admiral and controlling admiral is accessible in GPC’s proxy account for its 2018 anniversary affair of shareholders, which was filed with the SEC on February 27, 2018. Added advice apropos the participants in the proxy address and a description of their absolute and aberrant interests, by aegis backing or otherwise, will be absolute in the allotment statements, the proxy statement/prospectus and added accordant abstracts to be filed with the SEC apropos the proposed transaction with GPC.

No Action or Solicitation

This columnist absolution shall not aggregate an action to advertise or the address of an action to buy any securities, nor shall there be any auction of balance in any administration in which such offer, address or auction would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of any such jurisdiction. No alms of balance shall be fabricated except by agency of a announcement affair the requirements of Section 10 of the U.S. Balance Act of 1933, as amended.

About Essendant

Essendant Inc. is a arch civic benefactor of abode items, with 2017 net sales of $5.0 billion. The aggregation provides admission to a ample array of over 170,000 items, including janitorial and breakroom supplies, technology products, acceptable appointment products, automated supplies, cut area cardboard products, automotive articles and appointment furniture. Essendant serves a assorted accumulation of customers, including absolute resellers, civic resellers and e-commerce businesses. The Company’s arrangement of administration centers enables the Aggregation to address best articles brief to added than ninety percent of the U.S.

Contacts

Janet Zelenka � Senior Vice President and CFO � (847) 627-7000Ryon Wharton � Vice President Finance and Investor Relations � (847) 627-2900

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SOURCE Essendant Inc.

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