Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
April 12 2018 - 4:04PM
Edgar (US Regulatory)
Filed by Genuine Parts Company
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Filer: Genuine Parts Company
Subject Company: Genuine Parts Company
SEC File No.: 001-05690
Date: April
12, 2018
The following FAQ was distributed by Genuine Parts Company to
suppliers of the S.P. Richards business:
Supplier
FAQ
|
·
|
Today,
Genuine Parts Company announced a definitive agreement to combine its S.P. Richards business
with Essendant, a leading distributor of business products.
|
|
·
|
Together,
S.P. Richards and Essendant will form a stronger, more competitive new company with greater
scale and service capabilities and an enhanced ability to support our customers.
|
|
·
|
Essendant
is a leading distributor of business products headquartered in Deerfield, IL.
|
|
·
|
Essendant
provides its customers with access to 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.
|
|
·
|
Like
S.P. Richards, Essendant serves a diverse group of customers, including independent resellers,
national resellers and e-commerce businesses.
|
|
·
|
Essendant
shares our passion for serving customers and has a long history of delivering business
products to growing businesses, a record we look forward to continuing together as an
even stronger combined company.
|
|
3.
|
Why
is S.P. Richards combining with Essendant?
|
|
·
|
Combining
S.P. Richards with Essendant will create an even stronger company able to harness each
business’ unique strengths and capitalize on opportunities, including stronger
partnerships and ability to invest in optimized product offerings and a consolidated
distribution network.
|
|
·
|
Importantly,
both of our businesses have highly complementary cultures, unique talent and operational
expertise.
|
|
4.
|
How
will this merger benefit suppliers?
|
|
·
|
We
expect our suppliers to benefit from working with a stronger and more efficient partner
that is better positioned to strengthen customer relationships and drive demand.
|
|
·
|
Both
S.P. Richards and Essendant serve a diverse group of customers, including independent
resellers, national resellers and e-commerce businesses, all of which will greatly benefit
from our enhanced capabilities and resources as a combined company.
|
|
·
|
Combining
the resources, leadership, operational expertise and the unique strengths of both S.P.
Richards and Essendant will better position us to compete and help our customers succeed
in the face of a challenging and rapidly evolving business products market.
|
|
5.
|
When
will the merger be completed?
|
|
·
|
We
expect this transaction to close before the end of 2018, subject to customary closing
conditions and regulatory approvals.
|
|
·
|
Until
then, S.P. Richards remains a Genuine Parts Company business and will continue to operate
independently from Essendant. In short, it is business as usual at S.P. Richards.
|
|
6.
|
Explain
at a high level what the regulatory process might entail?
|
|
·
|
As
is the case for many transactions in the U.S., the proposed combination will require
regulatory approval.
|
|
·
|
This
process involves a filing with the antitrust regulators by both parties and an initial
review period.
|
|
·
|
Until
the transaction closes, S.P. Richards will remain a part of Genuine Parts Company, and
S.P. Richards and Essendant will continue to operate independently. In short, it is business
as usual at S.P. Richards.
|
|
7.
|
Will
there be any changes to supplier agreements as a result of this transaction? Will my
S.P. Richards contacts change?
|
|
·
|
We
will continue to honor the terms of our existing program agreements as part of the normal
course of business. There have been no changes to our agreements or programs as a result
of this news.
|
|
·
|
Until
the transaction closes, S.P. Richards will remain a part of Genuine Parts Company, and
S.P. Richards and Essendant will continue to operate independently. In short, it is business
as usual at S.P. Richards.
|
|
·
|
Your
S.P. Richards contacts will remain the same, so please do not hesitate to reach out to
them with any additional questions.
|
|
8.
|
I
have agreements with both S.P. Richards and Essendant. How does this affect those? Will
the combined company continue to use the same suppliers that both businesses currently
use?
|
|
·
|
Until
the transaction closes, S.P. Richards will remain a part of Genuine Parts Company, and
S.P. Richards and Essendant will continue to operate independently. In short, it is business
as usual at S.P. Richards.
|
|
·
|
We
will continue to honor the terms of our existing agreements as part of the normal course
of business. There have been no changes to our agreements as a result of this news.
|
|
·
|
Please
do not hesitate to reach out to your normal S.P. Richards contacts with any additional
questions.
|
|
9.
|
What
are the integration plans? Will you be closing distribution centers?
|
|
·
|
In
the coming weeks, S.P. Richards and Essendant will form an integration planning team
consisting of leaders from both businesses to determine how best to bring our two businesses
together.
|
|
·
|
We
are fully focused on facilitating a seamless transition that supports new growth strategies
and enhances our relationships with our customers and suppliers.
|
|
10.
|
What
will happen to the S.P. Richards name?
|
|
·
|
The
new company will be called Essendant.
|
|
·
|
Additional
information will be shared as we move through the review process.
|
|
11.
|
What
happens to pricing and product offerings after the transaction closes? Will you retain
the S.P. Richards brands?
|
|
·
|
There
have been no changes to our agreements or pricing as a result of this news.
|
|
·
|
Both
businesses enjoy solid branded and private-label products businesses. Customers will
greatly benefit from our combined company’s optimized assortment of branded and
private-label products across a broad set of categories and enhanced ability to develop
and offer innovative solutions.
|
|
·
|
We
look forward to bringing together the strengths of our businesses and capitalizing on
the opportunities inherent in this combination to succeed in a competitive market and
drive enhanced value for our customers.
|
|
12.
|
Who
will lead the combined company?
|
|
·
|
The
combined company will be led by a proven team that reflects the management strengths
and capabilities of both businesses.
|
|
·
|
Upon
close of the transaction, Ric Phillips and Janet Zelenka of Essendant will respectively
serve as Chief Executive Officer and Chief Financial Officer of the combined company,
and Rick Toppin, S.P. Richards’ current Chief Executive Officer, will serve as
Chief Operating Officer.
|
|
13.
|
Where
will the company be headquartered?
|
|
·
|
The
new company will have dual headquarters in Atlanta, GA and Deerfield, IL.
|
|
14.
|
Where
can I find out more information?
|
|
·
|
Please
do not hesitate to reach out to your normal S.P. Richards contacts with any additional
questions.
|
|
·
|
We
will keep suppliers informed of key milestones as we work to complete this transaction.
|
|
·
|
It’s
important to remember that until this transaction is finalized, it is business as usual
at S.P. Richards.
|
Cautionary Statement
This document contains forward-looking
statements, including statements regarding the proposed business combination transaction between Genuine Parts Company (“GPC”)
and Essendant, Inc. (“Essendant”) in which GPC will separate its Business Products Group and combine this business
with Essendant. 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 “expects,” “anticipates,” “estimates,” “intends,” “plans,”
“believes,” “seeks,” “will,” “is likely to,” “scheduled,” “positioned
to,” “continue,” “forecast,” “predicting,” “projection,” “potential”
or similar expressions. Forward-looking statements may include references to goals, plans, strategies, objectives, projected costs
or savings, anticipated future performance, results, events or transactions of Essendant or the combined company following the
proposed transaction, the anticipated benefits of the proposed transaction, including estimated synergies, the expected timing
of completion of the transaction and other statements that are not strictly historical in nature. These forward-looking statements
are based on management’s current expectations, forecasts and assumptions. This means they involve a number of risks and
uncertainties that could cause actual results to differ materially from those expressed or implied here, including but not limited
to: the ability of GPC and Essendant to receive the required regulatory approvals for the proposed transaction and approval of
Essendant’s stockholders and to satisfy the other conditions to the closing of the transaction on a timely basis or at all;
the occurrence of events that may give rise to a right of one or both of GPC and Essendant to terminate the Merger Agreement;
negative effects of the announcement or the consummation of the transaction on the market price of GPC’s or Essendant’s
common stock and/or on its business, financial condition, results of operations and financial performance; risks relating to the
value of the Essendant shares to be issued in the transaction, significant transaction costs and/or unknown liabilities; the possibility
that the anticipated benefits from the proposed transaction cannot be realized in full or at all or may take longer to realize
than expected; risks associated with contracts containing consent and/or other provisions that may be triggered by the proposed
transaction; risks associated with transaction related litigation; the possibility that costs or difficulties related to the integration
of the businesses will be greater than expected; and the ability of the combined company to retain and hire key personnel. There
can be no assurance that the proposed transaction or any other transaction described above will in fact be consummated in the
manner described or at all. Stockholders, potential investors and other readers are urged to consider these risks and uncertainties
in evaluating forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. For
additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking
statements, please see GPC’s and Essendant’s reports on Forms 10-K, 10-Q and 8-K filed with or furnished to the SEC
and other written statements made by GPC and/or Essendant from time to time. The forward-looking information herein is given as
of this date only, and neither GPC nor Essendant undertakes any obligation to revise or update it.
Additional Information
In connection with the proposed
transaction, Essendant will file with the SEC a registration statement on Form S-4 containing a proxy statement/prospectus of
Essendant, and Rhino SpinCo, Inc. (“SpinCo”) a wholly owned subsidiary of GPC created for the proposed transaction,
will file with the SEC a registration statement 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 security holders will be able to obtain the registration statements
and the proxy statement/prospectus free of charge from the SEC’s website or from GPC or Essendant. The documents filed by
SpinCo with the SEC may be obtained free of charge 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. The documents filed by Essendant with the SEC may
be obtained free of charge 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.
Participants in the Solicitation
GPC, Essendant and their respective
directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation
of proxies in respect of the proposed transaction. Information about GPC’s directors and executive officers is available
in GPC’s proxy statement for its 2018 annual meeting of shareholders, which was filed with the SEC on February 27, 2018.
Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the registration statements, the proxy statement/prospectus and other
relevant documents to be filed with the SEC regarding the proposed transaction. Information about Essendant’s directors
and executive officers is available in Essendant’s proxy statement for its 2017 annual meeting of stockholders, which was
filed with the SEC on April 12, 2017, its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with
the SEC on February 21, 2018, and its Current Reports on Form 8-K, which were filed with the SEC on May 2, 2017, June 13, 2017,
July 17, 2017, October 25, 2017, December 28, 2017 and March 8, 2018.
No Offer or Solicitation
This communication
shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Genuine Parts (NYSE:GPC)
Historical Stock Chart
From Apr 2024 to May 2024
Genuine Parts (NYSE:GPC)
Historical Stock Chart
From May 2023 to May 2024