|Staples Confirms Its Intention to Acquire Corporate Express for Euro 7.25 Per Ordinary Share|
FRAMINGHAM, Mass.--(BUSINESS WIRE)--March 18, 2008--As first announced on Feb. 19, 2008, Staples, Inc. (Nasdaq: SPLS) confirms its current intention to make a public offer for all the outstanding ordinary shares and American depositary shares ("ADS") issued by Corporate Express (the "Offer") for a price of EUR 7.25 per ordinary share and ADS and confirms that preparations are well under way for the Offer. In addition, in connection with the Offer, Staples also confirms its intention to make a public offer for the depositary receipts of preference shares A and the convertible bonds.
As initially announced, the proposed offer implies: -- a premium of approximately 67 percent to Corporate Express' closing share price on Feb. 4, 2008, the last day before rumors of a potential offer for Corporate Express circulated in the market, -- a premium of approximately 33 percent to Corporate Express' closing share price on Feb. 18, 2008, the day before the initial press release, and -- a premium of approximately 60 percent to Corporate Express' average closing price during the one-month period ended on Feb. 18, 2008, and a premium of approximately 43 percent to Corporate Express' average closing price during the three-month period then ended.
"While we continue to be disappointed that Corporate Express' Executive and Supervisory Boards have not entered into a negotiation with us about the transaction, we remain very enthusiastic about a combination between the two companies," said Ron Sargent, Staples chairman and CEO. "Based on public information, Staples firmly believes its proposal is the most valuable option available to Corporate Express' shareholders and will deliver significant benefits for customers and employees."
Staples expects to submit a request for approval of the offer memorandum in respect of the Offer (the "Offer Memorandum") to the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiele Markten or "AFM") before May 13, 2008, which is the date by which under Dutch law a request for approval must be submitted to the AFM. In addition, Staples plans to make all necessary competition regulatory filings prior to May 13, 2008.
Since the announcement on Feb. 19, 2008, the company's financing plans have progressed. Specifically, the previously announced bridge loan commitment from Lehman Brothers Inc. is now equally shared by Lehman Brothers Inc., Bank of America, N.A. and HSBC Bank USA, N.A. Upon completion of final credit documentation, this financing, together with existing cash and liquidity, will provide Staples with funding sufficient to satisfy its obligations under the Offer.
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 Section 7 paragraph 1 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 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, N.V., 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.
CONTACT: Staples, Inc. Media Contact: Paul Capelli, 508-253-8530 or Investor Contact: Laurel Lefebvre, 508-253-4080 SOURCE: Staples, Inc.