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Staples To Acquire Essendant in Deal Valued At $996 Million

The deal could close in the fourth quarter.

Staples, Inc., parent company of Top 40 promo firm Staples Promotional Products (asi/120601), is moving forward with a deal to acquire Essendant, a provider of workplace items that include traditional office products, cut sheet paper products, industrial supplies, janitorial/breakroom supplies, and more.

Framingham, MA-based Staples expects to pay $12.80 per share for Deerfield, Il-based Essendant. Including debt, the deal has a total value of $996 million.

This week, Staples announced that an affiliate had begun the tender offer for all outstanding shares of Essendant’s common stock at the agreed-upon per-share purchase price. On Sept. 14, Essendant agreed to the merger with Staples and its affiliates Egg Parent Inc. and Egg Merger Sub Inc.

According to Staples, the deal’s completion is contingent on a number of conditions, including satisfaction of a purchase agreement requirement stipulating that a minimum number of shares be tendered in order for the transaction to proceed. The tender offer and withdrawal rights expire at midnight Oct. 23, but can be extended. The deal is expected to close in the fourth quarter.

"We are excited about the opportunity to move forward with this agreement, and to work with the Essendant team to complete the partnership of these two great companies, which will ultimately deliver significant value to independent resellers and end customers across the U.S.," Staples said in the statement.

J. Alexander (Sandy) Douglas, CEO of Staples, Inc.

In business nearly 100 years, Essendant was formerly known as United Stationers. The paper and office products supplier lost $267 million last year as sales declined nearly 7.5% to just above $5 billion amid a changing marketplace disrupted by digitization and other factors.

Even so, Essendant had more than one suitor. S.P. Richards, a Georgia-based business products wholesaler, was ready to acquire Essendant, too. Still, Essendant’s deal with S.P. Richards was terminated in favor of Staples, which is paying a $12 million fee related to the S.P. Richards deal breakup.

"While our agreement to merge with S.P. Richards presented an attractive opportunity, we believe the Staples transaction provides superior and immediate value to our shareholders,” said Essendant Chairman Charles Crovitz.

Assuming the deal closes, Essendant will become a private company. Staples, which had been publicly listed, went private after being acquired by private equity firm Sycamore Partners last year.

With estimated 2017 North American promotional product revenue of $592.9 million, Staples Promotional Products ranked second on Counselor’s most recent list of the largest distributors in the industry.