FRAMINGHAM, Mass.--(BUSINESS WIRE)--July 9, 2008--Staples, Inc.
(Nasdaq: SPLS) and its wholly owned subsidiary Staples Acquisition
B.V. ("Staples Acquisition") and Corporate Express N.V. ("Corporate
Express") jointly announce that Staples Acquisition has settled its
offer ("Offer") for all the issued and outstanding ordinary shares
("Ordinary Shares"), American depositary shares ("ADSs") and
depositary receipts for preference A shares ("Preference A Shares")
that were validly tendered in the Offer (or otherwise defectively
tendered provided that such defect has been waived by Staples
Acquisition) in the share capital of Corporate Express and the two
percent subordinated convertible bonds due 2010 ("Bonds").
Corporate Express shareholders and bondholders who have not yet
accepted the Offer may still tender their shares and Bonds until July
16, 2008, 17:30 CET, as earlier announced on July 2, 2008. As soon as
possible after July 16, 2008, Staples Acquisition intends to start
legal proceedings to acquire 100 percent of the issued and outstanding
share capital of Corporate Express. In addition, Corporate Express
expects to redeem any Bonds that remain outstanding after July 16,
2008. Bondholders whose Bonds are redeemed after July 16, 2008 will
receive the principal amount of EUR 1,000 per Bond plus any and all
accrued interest which will be less than the price per Bond of EUR
1,346.71 which will be paid to bondholders who tender their Bonds
prior to July 16, 2008 as part of the Offer.
Delisting, Deregistration and Termination of Reporting Obligations
As soon as legally possible, Staples Acquisition and Corporate
Express intend to terminate the listing of the Ordinary Shares and
Preference A Shares on Euronext Amsterdam ("Euronext") and ADSs on the
New York Stock Exchange ("NYSE"). Accordingly, a Form 25 with respect
to the delisting of the ADSs will be filed with the United States
Securities and Exchange Commission ("SEC") on or about July 9, 2008.
It is anticipated that the delisting of the ADSs on the NYSE will take
place on or about July 21, 2008 and the delisting of the Ordinary
Shares and Preference A Shares on Euronext will take place on August
7, 2008. Therefore, it is expected that the last day of trading of
ADSs on the NYSE will be on or about July 18, 2008 and the last day of
trading of the Ordinary Shares and Preference A Shares on Euronext
will be on August 6, 2008.
Corporate Express intends to file a Form 15F with the SEC on or
about July 21, 2008 to deregister its Ordinary Shares and ADSs and
terminate its reporting obligations under the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Corporate
Express' reporting obligations under the Exchange Act will be
suspended immediately upon the filing of the Form 15F and the
definitive deregistration of the Ordinary Shares and ADSs under the
Exchange Act will become effective on or about October 20, 2008, after
the applicable 90 day waiting period. In light of the delisting of the
Ordinary Shares and the Preference A Shares from Euronext, the
delisting of the ADSs from the NYSE and the suspension of its Exchange
Act reporting obligations, Corporate Express has decided not to
publish its financial results for the first half year of 2008 on
August 6, 2008.
Restrictions
The Offer is not being made, and the shares will not be accepted
for purchase from or on behalf of any holders of shares, in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities or other laws or regulations of such
jurisdiction or would require any registration, approval or filing
with any regulatory authority not expressly contemplated by the terms
of the offer memorandum relating to the Offer ("Offer Memorandum").
However, acceptances of the Offer by holders of shares not residing in
The Netherlands will be accepted by Staples Acquisition if such
acceptances comply with the acceptance procedure set out in the Offer
Memorandum. Persons obtaining the Offer Memorandum are required to
take due note and observe all such restrictions and obtain any
necessary authorisations, approvals or consents. Neither Staples
Acquisition, nor Corporate Express, nor any of their respective
affiliates or any of their respective directors, employees or advisers
accept any liability for any violation by any person of any such
restriction. Any person (including, without limitation, custodians,
nominees and trustees) who would or otherwise intends to forward the
Offer Memorandum or any related document to any jurisdiction outside
The Netherlands should carefully read Part I, Section 1, of the Offer
Memorandum (Restrictions and Important Information) before taking any
action. The distribution of the Offer Memorandum in jurisdictions
other than The Netherlands may be restricted by law and therefore
persons into whose possession the Offer Memorandum comes should inform
themselves about and observe such restrictions. Any failure to comply
with any such restrictions may constitute a violation of the law of
any such jurisdiction.
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.
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.
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, the Offer is made through and is subject to the terms and
conditions as set out in the Offer Memorandum, subject to the
amendments in the press announcements of June 3, 11 and 25, and July
2, 2008. 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 those 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.
MULTIMEDIA AVAILABLE:
http://www.businesswire.com/cgi-bin/mmg.cgi?eid=5727494
CONTACT: Staples, Inc.
Media Contacts:
Paul Capelli/Owen Davis, +1 508-253-8530/8468
or
Investor Contacts:
Laurel Lefebvre/Chris Powers, +1 508-253-4080/4632
or
Corporate Express
Media Contact:
Anneloes Geldermans, +31-20-651 10 34
or
Investor Contact:
Carl Hoyer, +31-20-651 10 42
SOURCE: Staples, Inc.
