Staples, Inc. (Nasdaq: SPLS) and its wholly owned subsidiary Staples
Acquisition B.V. today announced the launch of a public offer of EUR
8.00 per share in cash for any and all ordinary shares, including
ordinary shares represented by ADSs, in the share capital of Corporate
Express N.V., following the receipt of approval of the Offer Memorandum
from the Netherlands Authority for the Financial Markets (Stichting
Autoriteit Financiële Markten or AFM).
The enterprise value, including net debt, for the transaction is
approximately EUR 2.8 billion (USD 4.3 billion). Staples believes this is a very compelling and attractive offer for
Corporate Express´ ordinary shareholders. The
offer, together with the dividend of EUR 0.21 paid on 24 April 2008
represents a premium of approximately 90 percent to the closing price
per ordinary share on 4 February 2008, the day before rumors of a
potential offer for Corporate Express circulated in the market. "We are making this offer directly to the
shareholders following Corporate Express´ unwillingness to allow us to perform due diligence and negotiate a
transaction," said Ron Sargent, Staples
chairman and CEO. "We firmly believe that our
offer of EUR 8.00 per ordinary share delivers superior value to
Corporate Express´ shareholders, and does so
without the risks found in Corporate Express´ long–term business plan. Rather than the uncertainty of potential value
for Corporate Express´ shareholders, our offer
provides them with the certainty of realizing immediate and premium
value for their investment." Staples Acquisition B.V. launched an all cash offer for the preference
shares A of EUR 3.15 per share. Staples Acquisition B.V. also launched
an all cash offer for the subordinated convertible bonds due 2010 of EUR
1,164.72 per bond. The offer for the Corporate Express securities listed above is subject
to the terms and conditions as set out in the Offer Memorandum
including but not limited to a minimum acceptance condition of 75
percent of the ordinary share capital. The acceptance period for the
tendering of shares and convertible bonds begins on Tuesday, 20 May
2008, at 9.00 hours CET (3.00 hours EDT) and ends, subject to extension
in accordance with Section 15 of the Decree, on Friday, 27 June 2008, at
17.30 hours CET (11.30 hours EDT). Staples obtained antitrust clearance in the United States and
anticipates that the antitrust clearance in Canada and the European
Union will be forthcoming in the coming weeks. As announced on 1 April
2008, Staples has obtained committed financing for the offer. In addition, Staples Acquisition B.V. intends to launch tender offers
later this week for the 8.25 percent senior subordinated notes due 2014
and 7.875 percent senior subordinated notes due 2015 issued by Corporate
Express U.S. Finance Inc., a subsidiary of Corporate Express. Offer Memorandum and further information Corporate Express shareholders and bondholders are advised to review the
Offer Memorandum (including all documents referenced therein) thoroughly
and completely and to seek independent advice where appropriate in order
to reach a balanced judgment with respect to the offer and the Offer
Memorandum. With due reference to all statements, terms, conditions and
restrictions included in the Offer Memorandum, shareholders and
bondholders are invited to tender their ordinary shares, including
ordinary shares represented by ADSs, preference shares and convertible
bonds under the offer in the manner and subject to the terms, conditions
and restrictions set out in the Offer Memorandum. Availability of copy documentation Digital copies of the Offer Memorandum are available on the Staples´ U.S. website (www.staples.com).
Staples´ U.S. website does not constitute a
part of, and is not incorporated by reference into, the Offer
Memorandum. Copies of the Offer Memorandum are also available through
Georgeson, the Information Agent, ING Bank N.V., the Dutch Settlement
Agent, and Mellon Investor Services LLC, the U.S. Settlement Agent. The
contact details for the agents are as follows:
= = = = = = = = = = =
ING BANK N.V.ING
Wholesale Banking Securities ServicesAttn: Paying Agency
Services DepartmentVan Heenvlietlaan 2201083 CN
AmsterdamThe NetherlandsTel: +31 20 797 9398Fax:
+31 20 797 9607Email: iss.pas@mail.ing.nl
Mellon Investor Services LLC By overnight courier or by hand: BNY Mellon Shareowner Services c/o Mellon Investor ServicesAttn: Corporate Action
Department, 27th Floor480
Washington BoulevardJersey City, NJ 07310United States
of AmericaTel: +1 800 777 3674Fax: +1 201 680 4626To
confirm facsimile transmissions (for eligible institutions only):Tel:
+1 201 680 4860 By mail: BNY Mellon Shareowner Services c/o Mellon Investor ServicesAttn: Corporate Action DepartmentP.O.
Box 3301South Hackensack, NJ 07606United States of
America - - - - - -
GeorgesonGeorgeson 2nd Floor68 Upper Thames StreetLondon
EC4V 3BJUnited KingdomHelp line (hours of
operation: 9.00 to 17.00 hours CET): European Tel: 00 800 6614 6614U.S. Tel: 1 866 201 4446
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Lehman Brothers is acting as the exclusive financial advisor to Staples
and Staples Acquisition B.V. on the offer. Clifford Chance LLP is
providing Dutch legal and tax advice, WilmerHale LLP is providing U.S.
legal and tax advice, and Weil Gotshal & Manges LLP is providing
antitrust advice to Staples and Staples Acquisition B.V. in connection
with the offer. 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 USD 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 Section 10
paragraph 3 of the Dutch Decree on Public Takeover Bids (Besluit
openbare biedingen Wft). This announcement 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. The Staples offer
is made through and is subject to the terms and conditions as set out in
the Offer Memorandum. 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 the offer made by Staples 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.
