-- The offer is unanimously recommended by the Supervisory Board
and Executive Board of Corporate Express.
-- The all cash offer of EUR 9.25 per ordinary share values
Corporate Express at approximately EUR 3.1 billion.
-- Corporate Express has terminated its merger agreement with
Lyreco.
FRAMINGHAM, Mass.--(BUSINESS WIRE)--June 11, 2008--Staples, Inc.
(Nasdaq: SPLS) and its wholly owned subsidiary Staples Acquisition
B.V. today announced that they have reached an agreement with
Corporate Express N.V. under which Corporate Express unanimously
recommends the all cash offer by Staples for Corporate Express (the
"Offer"). Staples' Board of Directors and Corporate Express'
Supervisory Board and Executive Board have all unanimously approved
the Offer.
Prior to the entering into this agreement, Staples Acquisition
purchased Corporate Express ordinary shares ("Ordinary Shares") in a
transaction other than a regular on market transaction for a purchase
price of EUR 9.25. As a result of this purchase, upon settlement of
the Offer, Staples Acquisition will be liable to pay for all Ordinary
Shares that will be validly tendered under the Offer the amount of EUR
9.25 per Ordinary Share. The enterprise value of Corporate Express on
the basis of this Offer is approximately EUR 3.1 billion.
"We have tremendous respect for Corporate Express, and we know
they share our passion for outstanding customer service," said Ron
Sargent, Staples' chairman and CEO. "Bringing together these two great
companies is a win for customers, employees and shareholders, and I
look forward to working with Peter Ventress and his team."
"Staples is a terrific company with a strong track record of
consistent performance in our industry," said Peter Ventress,
Corporate Express' CEO. "Ron Sargent and his team share our values and
our firm desire to create value for all our stakeholders and in
particular our customers and our employees. I look forward very much
to working with Ron and his team over the years to come, and am sure
that this new combination will bring numerous benefits to all our
employees and customers."
"We believe that this offer is a good one for our shareholders and
we recommend it wholeheartedly. I look forward now to working in the
coming period to ensure we continue delivering value for all our
stakeholders," Ventress added.
After settlement of the Offer, Peter Ventress will become
President, Staples International, a new position that will oversee
Staples' business outside of the U.S. and Canada, and will report to
Ron Sargent. He will play a key part in managing the integration of
the two companies going forward.
Benefits to Corporate Express Stakeholders
The Offer presents a number of benefits to Corporate Express
shareholders, as well as to its customers, employees, suppliers and
other stakeholders:
-- The Offer provides a significant premium to Corporate Express'
unaffected share price.
-- Staples anticipates there will be attractive career
opportunities for employees at the combined company.
-- The combined company will better serve customers of both
companies. Customers will benefit from expanded product and
service offerings, improved distribution capabilities, shared
best practices and an efficient cost structure.
Strategic Rationale for the Combination
The combination of Staples and Corporate Express is expected to
create significant benefits for the combined company's shareholders,
customers, employees and other stakeholders, establishing a contract
business for Staples in Europe and Canada, while fueling Staples'
North American Delivery business in the U.S., which is currently
Staples' fastest growing and most profitable business unit. The
combination will also extend Staples' geographic reach to Australia
and New Zealand.
This acquisition establishes Staples as the world's premier
provider of office products to businesses of all sizes. The companies'
collective businesses, as of the end of each company's 2007 fiscal
year, had annual revenues of $27 billion with more than 94,000
associates serving customers in 28 countries.
Convertible Bonds, Preference Shares A and Senior Subordinated
Notes 2014 and 2015
-- The all cash offer for the two percent Subordinated
Convertible Bonds due 2010 of EUR 1,332.15 per Bond remains
unaltered.
-- The all cash Offer for the Preference Shares A remains
unaltered at EUR 3.15 per Preference Share A.
-- The holders of approximately 98.67 percent of the aggregate
principal amount of the outstanding 2014 Notes and
approximately 99.33 percent of the aggregate principal amount
of the outstanding 2015 Notes previously tendered their Notes
to Staples Acquisition and have consented to the proposed
amendments to the indentures governing the 2014 Notes and the
2015 Notes.
Corporate Governance
From the settlement date of the Offer, the Corporate Express
Executive Board will consist of Peter Ventress and Floris Waller. At
the first shareholders' meeting after settlement, certain additional
persons designated by Staples or Staples Acquisition will be nominated
for appointment to the Executive Board and certain additional persons
designated by Staples or Staples Acquisition will be nominated to the
Supervisory Board.
Termination of Proposed Lyreco Merger
Corporate Express has terminated its merger agreement with Lyreco.
Offer Memorandum Conditions
The offer conditions set out in section 6.5 of the Offer
Memorandum of May 19, 2008, as modified by the news release by Staples
and Staples Acquisition on June 3, 2008, remain unchanged.
Stichting Preferente Aandelen Corporate Express has, subject to
the Offer being declared unconditional (gestand wordt gedaan), for the
benefit of Staples Acquisition irrevocably renounced its rights under
the call option agreement with Corporate Express.
Expected Timing
As detailed in the Offer Memorandum, the acceptance period of the
Offer ends on June 27, 2008 at 17.30 CET unless extended. Staples and
Corporate Express expect settlement of the Offer to take place in July
2008.
Transaction in Ordinary Shares
Prior to entering into the agreement with Corporate Express,
Staples Acquisition purchased 2,085,403 Ordinary Shares, representing
1.1 percent of Corporate Express' outstanding ordinary share capital
based on ordinary shares outstanding as of March 31, 2008, for a price
of EUR 9.25 per Ordinary Share in a transaction other than a regular
on market transaction. Therefore, in accordance with Article 19 of the
Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft),
if the Offer is declared unconditional, Staples Acquisition will be
required to pay (i) EUR 9.25 per Ordinary Share validly tendered into
the Offer (or defectively tendered, provided such defect is waived by
Staples Acquisition) and (ii) EUR 9.25 per ADS validly tendered into
the Offer (or defectively tendered, provided such defect is waived by
Staples Acquisition).
Irrevocable Undertakings by Members of the Executive Board and
Supervisory Board
As of the date hereof, Peter Ventress holds 44,887 Ordinary
Shares, Floris Waller holds 4,359 Ordinary Shares and Rob van der
Bergh holds 2,081 Ordinary Shares. These persons have irrevocably
undertaken to tender their Ordinary Shares under the same terms and
conditions of the Offer, as described in the Offer Memorandum. As of
the date hereof, no shares in Corporate Express are held by any of the
other members of the Supervisory Board.
Following the additional Ordinary Share purchases and the entering
into of the irrevocable undertakings by members of the Executive Board
and Supervisory Board, the total number of Ordinary Shares currently
owned by Staples Acquisition is 24,541,668 representing 13.4 percent
of Corporate Express' outstanding ordinary share capital based on
ordinary shares outstanding as of March 31, 2008, and the number of
Ordinary Shares currently subject to irrevocable undertakings is
42,701,904 representing 23.3 percent of Corporate Express' outstanding
ordinary share capital based on ordinary shares outstanding as of
March 31, 2008.
Financing of the Offer
Staples confirms that the funds available under the credit
agreement described in section 6.4 of the Offer Memorandum, together
with Staples' cash reserves and the funds available under its existing
revolving credit facility, remain sufficient to finance the
acquisition of Corporate Express.
About Staples
Staples 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.
About Corporate Express
Corporate Express is one of the world's leading suppliers of
office products to businesses and institutions. The Company has a
widespread global proprietary distribution network spanning North
America, Europe and Australia, with approximately 18,000 employees
working from more than 350 locations in 21 countries. In 2007 the
Company generated sales of EUR 5.6 billion.
This is a public announcement pursuant to the provisions of
sections 4, paragraph 3 and 13, paragraph 1 of the Dutch Decree on
Public Takeover Bids (Besluit openbare biedingen Wft). Staples
Acquisition expressly reserves any and all rights it has in respect of
the Offer, as described in the Offer Memorandum, including the right
to invoke or waive any of the conditions to the Offer set out in
section 6.5 thereof. 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. Except as expressly stated
in this press release and the press release of June 3, 2008, the Offer
is made through and is subject to the terms and conditions as set out
in the Offer Memorandum. Other than the information contained in the
Offer Memorandum Staples Acquisition did not disclose to the
shareholders selling their Corporate Express shares any material
information regarding the Offer which would be relevant for security
holders when considering to tender their securities in the Offer. 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.
CONTACT: Staples, Inc.
Media:
Paul Capelli/Owen Davis
508-253-8530/8468
or
Investors:
Laurel Lefebvre/Chris Powers
508-253-4080/4632
SOURCE: Staples, Inc.
