Staples Proposes Acquisition Of Corporate Express For EUR 7.25 Per Ordinary Share
Staples, Inc (Nasdaq: SPLS) has made a proposal today to acquire
all the outstanding shares of Corporate Express ordinary stock for
a per ordinary share consideration of EUR 7.25, representing a
total enterprise value of approximately EUR 2.5 billion. The all cash
proposal represents a premium of approximately 67 percent to Corporate
Express´ Feb. 4, 2008 closing share price, the last day before rumors
of a potential sale circulated in the market.
"Staples has high regard for the Corporate Express management
team, and believes together our combined companies will create
significant opportunities for all stakeholders," said Ron Sargent,
Staples chairman and CEO. "Staples is committed to working with the
Corporate Express Executive and Supervisory Boards to quickly enter
into an acquisition agreement and begin making the most of the
combined business."
Following is the text of the letter that Staples sent today to
Corporate Express´ CEO and to the Chairman of Corporate Express´
Supervisory Board:
Dear Mr. Ventress:
We are writing to you, on behalf of the Board of Directors of
Staples, Inc., to outline the terms on which Staples proposes to
acquire the entire outstanding share capital of Corporate Express NV
("Corporate Express"). Over the last several months, we have made
repeated attempts to engage in discussions with you concerning a
business combination, and we have been disappointed that you have not
been willing to do so. We believe strongly that a combination between
Staples and Corporate Express will offer significant and certain value
to Corporate Express´ shareholders and other stakeholders and will
greatly enhance our ability to serve customers throughout the world.
We are writing this letter to demonstrate both our enthusiasm for the
proposed transaction and our commitment to pursue a combination with
Corporate Express.
While we understand you have recently announced your strategic
reorientation plans, we believe that a business combination with
Staples at this time would result in superior benefits for Corporate
Express´ stakeholders, and that such benefits can be achieved more
completely and quickly than under your strategic reorientation plans,
and with a higher degree of certainty. A business combination with us
now creates certain cash value for Corporate Express´ shareholders and
eliminates the risks associated with both the achievement of your plan
and today´s volatile business and market environment. We believe that
our proposal is superior to any other alternative available to
Corporate Express and its stakeholders.
Subject to customary conditions outlined in this letter and based
on our review of publicly available information relating to Corporate
Express, we are prepared to make an offer of EUR 7.25 per ordinary
share of Corporate Express. In the event that prior to the closing,
any dividends or other distributions are declared in respect of
Corporate Express´ ordinary shares the offer price will be decreased
by an amount per ordinary share equivalent to any such dividend or
distribution per ordinary share. Our proposed price implies:
- a premium of approximately 67% to Corporate Express´ closing
share price of EUR 4.32 on February 4, 2008, the last day before
rumors of a potential offer for Corporate Express circulated in the
market,
- a premium of approximately 33% to Corporate Express´ closing
share price on February 18, 2008, and
- a premium of approximately 60% to Corporate Express´ average
closing price during the 1-month period ended on February 18, 2008,
and a premium of approximately 43% to Corporate Express´ average
closing price during the 3-month period then ended.
We are committed to pursuing our proposal because of the
significant opportunities that it will create for Staples as well as
for all stakeholders of Corporate Express. Our proposal is based on
the following key elements:
-- Compelling Valuation: As shown above, we are valuing Corporate
Express at a substantial premium to the trading price both
before and after the emergence of rumors that we intended to
make an offer for Corporate Express on February 4, 2008.
-- All Cash Offer: Our proposal is to acquire all of the
outstanding shares in Corporate Express for cash. In addition
to the proposal to acquire Corporate Express´ ordinary shares,
we are also investigating the possibility of making an offer
for the listed outstanding depositary receipts of preference A
shares.
-- No Financing Condition: Our proposal is not subject to
financing. We have entered into a bridge loan commitment
letter with Lehman Brothers on customary terms and conditions.
We have no reason to believe that the customary conditions to
closing will not be satisfied. This committed financing
together with our available cash will be more than sufficient
to finance the entire acquisition.
-- Ready to proceed: Due to the complementary nature of Corporate
Express and our business and based on the work we and our
advisers have already performed and the resources we have
committed, we are in a position to proceed with the proposed
combination on an expeditious basis.
-- Attractive Long-Term Solution for all Stakeholders: Under the
proposed transaction, Corporate Express can focus on long-term
value creation within a large and diverse organization. We
believe that the management and employees of Corporate Express
are important to both the integration of our businesses and
the achievement of future success. We plan to continue to
invest in the people at Corporate Express and therefore
anticipate that there will be attractive career opportunities
for employees of Corporate Express at the combined company.
Customers will benefit as the combined company will have an
improved geographical reach and will be able to offer an
expanded range of products and services to customers.
We have a high regard for Corporate Express´ management team and
believe that the management talent resident in our respective
companies will enable the combined company to enhance value for the
stakeholders of the combined company. We are looking forward to
discussing with you the best way to combine Corporate Express´ and our
management talent to successfully lead the combined company.
We are prepared to meet with you and your management team at your
earliest convenience to commence discussions regarding our non-binding
proposal for a business combination. We need to conduct only limited
confirmatory due diligence and will commit the resources needed to be
able to enter into a definitive acquisition agreement (or merger
protocol) expeditiously.
In view of the significance of this proposal to your shareholders
and ours, as well as our desire to avoid selective disclosures, we
plan to release publicly the text of this letter.
We believe our proposal represents a compelling opportunity to
create significant value for all your stakeholders. It is our hope
that you will find our proposal to be attractive and that we can sit
down together very quickly to discuss how we best move forward toward
the closing of a transaction. It is of course our preference that both
your executive and supervisory boards support our proposal. Because we
believe the proposed transaction offers substantial value to
stakeholders of both our companies as outlined above, we are committed
to undertaking the necessary steps to seeing this transaction to
completion.
I look forward to discussing this with you.
Very truly yours,
Ronald L. Sargent
Chairman and Chief Executive Officer
About Staples
Staples, Inc. invented the office superstore concept in 1986 and
today is the world´s largest office products company. With 74,000
talented associates, the company is committed to making it easy to buy
a wide range of office products, including supplies, technology,
furniture, and business services. With 2006 sales of $18.2 billion,
Staples serves consumers and businesses ranging from home-based
businesses to Fortune 500 companies in 22 countries throughout North
and South America, Europe and Asia. Headquartered outside of Boston,
Staples operates more than 2,000 office superstores and also serves
its customers through mail order catalog, e-commerce and contract
businesses. More information is available at www.staples.com.
This is a public announcement pursuant to the provisions of
Article 5, paragraph 2 of the Dutch Decree on Public Takeover Bids
(Besluit openbare biedingen Wft). This announcement and related
information shall not constitute a public offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale in securities. Not for release, publication or distribution, in
whole or in part, in or into Canada or Japan. Certain information
contained in this news release constitutes forward-looking statements
for purposes of the safe harbor provisions of The Private Securities
Litigation Reform Act of 1995 including, but not limited to, the
information set forth under the heading "Outlook" and other statements
regarding our future business and financial performance. Actual
results may differ materially from those indicated by such
forward-looking statements as a result of risks and uncertainties,
including but not limited to the fact that there can be no assurance
that the proposed acquisition of Corporate Express, N.V. will be
consummated and those other factors discussed or referenced in our
most recent annual report on Form 10-K filed with the SEC, under the
heading "Risk Factors" and elsewhere, and any subsequent periodic
reports filed by us with the SEC. In addition, any forward-looking
statements represent our estimates only as of today and should not be
relied upon as representing our estimates as of any subsequent date.
While we may elect to update forward-looking statements at some point
in the future, we specifically disclaim any obligation to do so, even
if our estimates change.