Staples, Inc. (Nasdaq: SPLS) and its wholly owned subsidiary, Staples
Acquisition B.V., today announced that Staples Acquisition B.V. has
commenced a cash tender offer to purchase all of Corporate Express U.S.
Finance Inc.´s (formerly known as Buhrmann U.S. Inc.) outstanding 8.25
percent Senior Subordinated Notes due July 1, 2014 (the "2014 Notes")
and 7.875 percent Senior Subordinated Notes due March 1, 2015 (the "2015
Notes"), on the terms and subject to the conditions set forth in its
Offer to Purchase and Consent Solicitation Statement, dated May 22, 2008
and the related Consent and Letter of Transmittal. The tender offer is being conducted in connection with Staples
Acquisition B.V.´s previously announced equity
tender offer to purchase all of the outstanding ordinary shares and
American depositary shares of Corporate Express N.V., the parent of
Corporate Express U.S. Finance Inc., for EUR 8.00 per share in cash. The
previously announced tender offer also includes an all cash offer for
the Corporate Express N.V. preference shares A for EUR 3.15 per share
and subordinated convertible bonds due 2010 for EUR 1,164.72 per bond. In conjunction with the tender offer, Staples Acquisition B.V. is also
seeking consents to proposed amendments to certain provisions of the
indentures governing the 2014 Notes and the 2015 Notes. The purpose of
the proposed amendments is to eliminate most of the restrictive
covenants, certain of the event of default provisions and certain other
provisions in each indenture. Holders who desire to tender their Notes must consent to the proposed
amendments, and holders may not deliver consents without tendering the
related Notes. The tender offer is conditioned upon, among other things
the receipt of consents from the holders of a majority of the aggregate
outstanding principal amount of each series of Notes and satisfaction of
the conditions to the equity tender offer. The consent period will expire at 5:00 p.m. EDT on June 5, 2008 (the "Consent
Date") unless extended by Staples
Acquisition B.V. The tender offer will expire at 11:59 p.m. EDT on June
27, 2008 (the "Expiration Date")
unless extended or terminated earlier. Staples Acquisition B.V. reserves
the right to extend, amend or terminate the tender offer and consent
solicitation at any time. Notes and related consents may be withdrawn up
to the Consent Date, but not thereafter. Notes tendered and related
consents delivered after the Consent Date may not be withdrawn or
revoked. Holders who validly tender and do not withdraw Notes and validly deliver
and do not revoke consents prior to the Consent Date are eligible to
receive the total consideration, which includes a consent payment of
$30.00 per $1,000 principal amount of Notes tendered. Holders who
validly tender Notes after the Consent Date, but on or prior to the
Expiration Date, will receive the tender offer consideration, which is
the total consideration less the consent payment. In addition, holders
who tender and do not withdraw their Notes in the tender offer will
receive accrued and unpaid interest from the last interest payment date
up to, but not including, the date payment is made for the Notes. The total consideration for the Notes tendered and accepted for purchase
pursuant to the tender offer will be determined as specified in the
tender offer documents, on the basis of a yield to the first redemption
date for the Notes equal to the sum of (i) the yield (based on the bid
side price) of the 4.875 percent U.S. Treasury Note due June 30, 2009
for the 2014 Notes, and 2.000 percent U.S. Treasury Note due February
28, 2010, for the 2015 Notes, as calculated by Lehman Brothers Inc. in
accordance with standard market practice on the price determination
date, as described in the tender offer documents, plus (ii) a fixed
spread of 50 basis points. Lehman Brothers Inc. is acting as dealer manager for the tender offer
and as solicitation agent for the consent solicitation. Questions about
the tender offer or the consent solicitation may be directed to Lehman
Brothers Inc. at 1-800-438-3242 (toll free) or 1-212-528-7581 (collect).
Requests for copies of the related documents may be directed to
Georgeson, which has been appointed as the information agent for the
tender offer and consent solicitation, at 1-866-201-4446 (toll free). 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. Certain information contained in this news release may constitute
forward-looking statements for the 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 reports
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. Important Legal Information This press release is provided for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell any
securities of Corporate Express U.S. Finance Inc. Any offers to purchase
or solicitation of offers to sell Corporate Express U.S. Finance Inc.
notes will be made only pursuant to the Offer to Purchase and Consent
Solicitation Statement. Corporate Express U.S. Finance Inc. noteholders
are advised to read the Offer to Purchase and Consent Solicitation
Statement, the related Consent and Letter of Transmittal and any other
documents relating to the tender offer and consent solicitation in their
entirety when they are distributed because they will contain important
information. Corporate Express U.S. Finance Inc. noteholders may obtain
copies of these documents for free (when they become available) by
calling Georgeson, the information agent for the offer, at
1-866-201-4446 (toll free).
