-- Indicated offer price per Corporate Express ordinary share raised to EUR 8.00; a premium of approximately 90 percent to its unaffected share price of EUR 4.32; -- Staples has obtained United States antitrust clearance; -- Minimum acceptance condition of 75 percent of the ordinary share capital; and -- Launch of the formal offer expected following approval from the AFMFRAMINGHAM, Mass., May 13, 2008 (BUSINESS WIRE) -- Staples, Inc. (Nasdaq: SPLS) announced its intention to proceed
with an offer for Corporate Express N.V. at an increased offer price
of EUR 8.00 per Corporate Express ordinary share. Shareholders have
received a dividend of EUR 0.21 per Corporate Express ordinary share
since Staples announced its EUR 7.25 offer on February 19, 2008.
Including this dividend, Staples' offer represents:
-- a premium of approximately 90 percent to Corporate Express'
share price of EUR 4.32 on February 4, 2008, the day before
rumors of a potential offer for Corporate Express circulated
in the market; and
-- a premium of approximately 51 percent to Corporate Express'
closing share price of EUR 5.43 on February 18, 2008, the day
before Staples' initial proposal to acquire Corporate Express.
Staples has extended multiple invitations, including as recently
as last Friday, to Corporate Express' Boards to engage in constructive
dialogue regarding Staples' offer. The Boards have refused to
negotiate the merits of Staples' proposals. Staples continues to
believe that its offer is the most valuable option available to
Corporate Express' shareholders given the uncertainty surrounding a
turnaround plan. Staples' offer will also deliver significant benefits
to Corporate Express' customers and employees.
Ron Sargent, Chairman and Chief Executive Officer of Staples,
said: "Given the unwillingness of Corporate Express to negotiate a
transaction, we will make our offer directly to shareholders. Today we
announced a highly attractive offer for Corporate Express at a
compelling valuation. We are offering certain cash value versus the
considerable uncertainties of management's long range guidance."
Since Staples' original offer on February 19, 2008, Staples has
made substantial progress in the preparations for this offer. Staples
has obtained antitrust clearance in the United States, met with Dutch
trade unions and submitted to the Netherlands Authority for the
Financial Markets (Stichting Autoriteit Financiele Markten or "AFM") a
request for approval for a draft offer memorandum. Staples has
initiated the required regulatory processes in Europe and Canada.
Staples expects to launch a formal offer following receipt of approval
of the offer memorandum from the AFM.
Staples expects that its offer for all the outstanding shares
would include a minimum acceptance condition of 75 percent of the
ordinary share capital. In addition, Staples confirms that it expects
to make an offer for both the Corporate Express depositary receipt of
preference shares A and the two percent subordinated convertible bonds
due 2010 issued by Corporate Express.
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
Article 4, paragraph 3 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 Staples' 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,
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.
SOURCE: Staples, Inc.
Staples, Inc.
Media Contact:
Paul Capelli, 508-253-8530
or
Investor Contact:
Laurel Lefebvre, 508-253-4080
