This Schedule
14D-9
filing relates solely to preliminary
communications made before the commencement of a planned tender offer (the “Offer”) by Egg Parent Inc., a Delaware corporation (“Parent”), and Egg Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of
Parent (“Merger Sub”), for all of the outstanding shares of common stock, par value $0.10 per share, of Essendant Inc. (“Essendant”), to be commenced pursuant to the terms of an Agreement and Plan of Merger, dated as of
September 14, 2018, by and among Staples, Inc., a Delaware corporation (“Staples”), Parent, Merger Sub and Essendant (the “Merger Agreement”). Parent and Merger Sub are beneficially owned by affiliates of Staples.
The preliminary communications to which this Schedule
14D-9
filing relates are included as exhibits hereto as follows:
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Exhibit 99.1: Form of letter sent to Essendant customers
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Exhibit 99.2: Form of letter sent to Essendant suppliers
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The items listed above were first used or made available on September 19, 2018.
Cautionary Statement
This communication contains
forward-looking statements, including statements regarding the proposed acquisition of Essendant by Staples. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These
forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements often contain
words such as “may,” “can,” “could,” “would,” “should,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “believes,”
“seeks,” “will,” “is likely to,” “scheduled,” “positioned to,” “continue,” “forecast,” “aim,” “goal,” “target,” “predicting,”
“projection,” “potential” or similar expressions, although not all forward-looking statements contain these words. Forward-looking statements may include references to goals, plans, strategies, objectives, projected costs or
savings, anticipated future performance, results, events or transactions of Essendant and the expected timing of the proposed transaction with Staples and other statements that are not strictly historical in nature. These forward-looking statements
are based on management’s current expectations, forecasts and assumptions and could ultimately prove inaccurate. This means the forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ
materially from those expressed or implied in the forward-looking statements, including, but not limited to: uncertainties as to the timing of the tender offer and the subsequent merger; uncertainties as to how many Essendant stockholders will
tender their shares in the offer; the possibility that competing offers will be made; the ability to receive the required consents and regulatory approvals for the proposed transaction and to satisfy the other conditions to the closing of the
transaction with Staples on a timely basis or at all, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act); the occurrence of events that may give rise to a right of one or both of Essendant and Staples to terminate the
merger agreement; the risk that, prior to the completion of the transaction, Essendant’s business and its relationships with employees, collaborators, vendors and other business partners could experience significant disruption due to
transaction-related uncertainty; the risk that stockholder litigation in connection with the tender offer or the merger may result in significant costs of defense, indemnification and liability; negative effects of the announcement of the
transaction with Staples on the market price of Essendant’s common stock