According to the Complaint, Essendant Inc. ("Essendant" or the "Company") is a leading national distributor of workplace items and provides access to a broad assortment of over 170,000 items, including janitorial and breakroom supplies, technology products, traditional office products, industrial supplies, cut sheet paper products, automotive products and office furniture.
On September 14, 2018, Essendant issued a press release announcing the Proposed Transaction, under which an affiliate of Staples, Inc., the world's largest office solutions provider, will acquire all of the outstanding shares of Essendant common stock for $12.80 per share in cash, or a transaction value of $996 million including net debt.
The Complaint alleges that on September 24, 2018, in order to convince Essendant shareholders to tender their
shares, the Board authorized the filing of a materially incomplete and misleading Schedule 14D-9 Solicitation/Recommendation Statement (the “Recommendation Statement”) with the SEC. The Complaint alleges that in particular, the Recommendation Statement contains materially incomplete and misleading information concerning: (i) the background to the Proposed Transaction; (ii) the valuation analyses performed by the Company’s financial advisor in support of its fairness opinion; and (iii) the conflicts of interest the Company's financial advisor faced as a result of its ongoing dealings with Essendant, Staples and certain affiliates.