Staples, Inc. (Nasdaq: SPLS) announced its intention to proceed with an
offer for Corporate Express N.V. at an increased offer price of EUR 8.00
per Corporate Express ordinary share. Shareholders have received a
dividend of EUR 0.21 per Corporate Express ordinary share since Staples
announced its EUR 7.25 offer on February 19, 2008. Including this
dividend, Staples´ offer represents:
a premium of approximately 90 percent to Corporate Express´ share price of EUR 4.32 on February 4, 2008, the day before rumors of
a potential offer for Corporate Express circulated in the market; and
a premium of approximately 51 percent to Corporate Express´ closing share price of EUR 5.43 on February 18, 2008, the day before
Staples´ initial proposal to acquire
Corporate Express.
Staples has extended multiple invitations, including as recently as last
Friday, to Corporate Express´ Boards to engage in constructive dialogue
regarding Staples´ offer. The Boards have
refused to negotiate the merits of Staples´ proposals. Staples continues to believe that its offer is the most
valuable option available to Corporate Express´ shareholders given the
uncertainty surrounding a turnaround plan. Staples´ offer will also deliver significant benefits to Corporate Express´ customers and employees.
Ron Sargent, Chairman and Chief Executive Officer of Staples, said: "Given
the unwillingness of Corporate Express to negotiate a transaction, we
will make our offer directly to shareholders. Today we announced a
highly attractive offer for Corporate Express at a compelling valuation.
We are offering certain cash value versus the considerable uncertainties
of management´s long range guidance."
Since Staples´ original offer on February 19
2008, Staples has made substantial progress in the preparations for this
offer. Staples has obtained antitrust clearance in the United States
met with Dutch trade unions and submitted to the Netherlands Authority
for the Financial Markets (Stichting Autoriteit Financiële
Markten or "AFM") a request for approval for a draft offer
memorandum. Staples has initiated the required regulatory processes in
Europe and Canada. Staples expects to launch a formal offer following
receipt of approval of the offer memorandum from the AFM.
Staples expects that its offer for all the outstanding shares would
include a minimum acceptance condition of 75 percent of the ordinary
share capital. In addition, Staples confirms that it expects to make an
offer for both the Corporate Express depositary receipt of preference
shares A and the two percent subordinated convertible bonds due 2010
issued by Corporate Express.
About Staples
Staples, Inc. invented the office superstore concept in 1986 and today
is the world´s largest office products company. With 76,000 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 2007 sales of $19.4 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 4
paragraph 3 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.
If and when made, the Staples´ offer and the
terms thereof will be made through and described in an offer memorandum
to be published in accordance with Dutch and U.S. laws. Not for release
publication or distribution, in whole or in part, in or into Canada or
Japan.
Certain information contained in this news release may constitute
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 statements as to Staples´ intentions with respect to the offer to acquire Corporate Express.
Actual future events 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 Staples will commence any public offer for the acquisition of
Corporate Express, that such offer, if commenced, or any other
acquisition of Corporate Express, 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.
