Essendant Genuine Parts Merger Agreement

As announced on April 12, 2018, GPC has entered into a final agreement to merge our S.P. Richards business with Essendant. We are convinced that combining the best elements of both divisions will create an even stronger company with the ability to seize opportunities to create value for all our stakeholders. We continue to make progress in our integration planning and are still working to complete this transaction, which is on track to close before the end of 2018. Even stronger evidence of an infringement stems from the fact that Essendant rejected Sycamore`s first proposal, with the sole aim of proposing, shortly thereafter, essentially the same offer as a superior proposal. GPC claimed that the only difference between the proposals was Sycamore`s proposal to increase its offer after reviewing Essendant`s non-public information. This allegation, in turn, involves GPC`s claims that Essendant breached the agreement by giving Sycamore access to confidential information on less restrictive terms [than] those contained in the confidentiality agreement between Essendant and GPC. These assertions lead to a reasonable conclusion that Essendant`s Board of Directors shared “directly or indirectly” its preferences or inclinations with Sycamore, thereby encouraging it to resubmit its offer with a minor amendment so that the Board of Directors could “properly” enter into competing negotiations. Nathan Bull focuses his practice on complex securities and commercial litigation in public and federal courts, including numerous director and executive defense cases and numerous representations related to complex financial instruments and structured products. .