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.
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 $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.
