Empresas y finanzas

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.