Staples, Inc. and Essendant Inc. (NASDAQ: ESND) have entered into an agreement under which an affiliate of Staples 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 transaction follows the determination by Essendant's Board of Directors that the Staples proposal is a superior offer to Essendant’s previous merger agreement to combine with Genuine Parts Company's (NYSE: GPC) S.P. Richards business. Essendant terminated that agreement this week. GPC is entitled to a $12 million break-up fee, which Staples is paying as part of its agreement with Essendant, the compay said.

“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.

“After carefully evaluating Staples' revised offer, including taking into account the extended regulatory process and risks associated with the S.P. Richards transaction and the continued challenges presented by the rapidly changing industry dynamics on our ability to realize value in combination with S.P. Richards, we are confident that the Staples transaction is in the best interest of Essendant shareholders,” said Charles Crovitz, chairman of Essendant. “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.”