|Staples, Inc. Commences Cash Tender Offer for Corporate Express U.S. Finance Inc.'s Senior Subordinated Notes Due 2014 and 2015|
|FRAMINGHAM, Mass., May 22, 2008 (BUSINESS WIRE) -- Staples, Inc. (Nasdaq: SPLS) and its wholly owned subsidiary,
Staples Acquisition B.V., today announced that Staples Acquisition
B.V. has commenced a cash tender offer to purchase all of Corporate
Express U.S. Finance Inc.'s (formerly known as Buhrmann U.S. Inc.)
outstanding 8.25 percent Senior Subordinated Notes due July 1, 2014
(the "2014 Notes") and 7.875 percent Senior Subordinated Notes due
March 1, 2015 (the "2015 Notes"), on the terms and subject to the
conditions set forth in its Offer to Purchase and Consent Solicitation
Statement, dated May 22, 2008 and the related Consent and Letter of
The tender offer is being conducted in connection with Staples Acquisition B.V.'s previously announced equity tender offer to purchase all of the outstanding ordinary shares and American depositary shares of Corporate Express N.V., the parent of Corporate Express U.S. Finance Inc., for EUR 8.00 per share in cash. The previously announced tender offer also includes an all cash offer for the Corporate Express N.V. preference shares A for EUR 3.15 per share and subordinated convertible bonds due 2010 for EUR 1,164.72 per bond.
In conjunction with the tender offer, Staples Acquisition B.V. is also seeking consents to proposed amendments to certain provisions of the indentures governing the 2014 Notes and the 2015 Notes. The purpose of the proposed amendments is to eliminate most of the restrictive covenants, certain of the event of default provisions and certain other provisions in each indenture.
Holders who desire to tender their Notes must consent to the proposed amendments, and holders may not deliver consents without tendering the related Notes. The tender offer is conditioned upon, among other things, the receipt of consents from the holders of a majority of the aggregate outstanding principal amount of each series of Notes and satisfaction of the conditions to the equity tender offer.
The consent period will expire at 5:00 p.m. EDT on June 5, 2008 (the "Consent Date") unless extended by Staples Acquisition B.V. The tender offer will expire at 11:59 p.m. EDT on June 27, 2008 (the "Expiration Date") unless extended or terminated earlier. Staples Acquisition B.V. reserves the right to extend, amend or terminate the tender offer and consent solicitation at any time. Notes and related consents may be withdrawn up to the Consent Date, but not thereafter. Notes tendered and related consents delivered after the Consent Date may not be withdrawn or revoked.
Holders who validly tender and do not withdraw Notes and validly deliver and do not revoke consents prior to the Consent Date are eligible to receive the total consideration, which includes a consent payment of $30.00 per $1,000 principal amount of Notes tendered. Holders who validly tender Notes after the Consent Date, but on or prior to the Expiration Date, will receive the tender offer consideration, which is the total consideration less the consent payment. In addition, holders who tender and do not withdraw their Notes in the tender offer will receive accrued and unpaid interest from the last interest payment date up to, but not including, the date payment is made for the Notes.
The total consideration for the Notes tendered and accepted for purchase pursuant to the tender offer will be determined as specified in the tender offer documents, on the basis of a yield to the first redemption date for the Notes equal to the sum of (i) the yield (based on the bid side price) of the 4.875 percent U.S. Treasury Note due June 30, 2009, for the 2014 Notes, and 2.000 percent U.S. Treasury Note due February 28, 2010, for the 2015 Notes, as calculated by Lehman Brothers Inc. in accordance with standard market practice on the price determination date, as described in the tender offer documents, plus (ii) a fixed spread of 50 basis points.
Lehman Brothers Inc. is acting as dealer manager for the tender offer and as solicitation agent for the consent solicitation. Questions about the tender offer or the consent solicitation may be directed to Lehman Brothers Inc. at 1-800-438-3242 (toll free) or 1-212-528-7581 (collect). Requests for copies of the related documents may be directed to Georgeson, which has been appointed as the information agent for the tender offer and consent solicitation, at 1-866-201-4446 (toll free).
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.
Certain information contained in this news release may constitute forward-looking statements for the 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 reports 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.
Important Legal Information
This press release is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of Corporate Express U.S. Finance Inc. Any offers to purchase or solicitation of offers to sell Corporate Express U.S. Finance Inc. notes will be made only pursuant to the Offer to Purchase and Consent Solicitation Statement. Corporate Express U.S. Finance Inc. noteholders are advised to read the Offer to Purchase and Consent Solicitation Statement, the related Consent and Letter of Transmittal and any other documents relating to the tender offer and consent solicitation in their entirety when they are distributed because they will contain important information. Corporate Express U.S. Finance Inc. noteholders may obtain copies of these documents for free (when they become available) by calling Georgeson, the information agent for the offer, at 1-866-201-4446 (toll free).
SOURCE: Staples, Inc.
Staples, Inc. Media Contact: Paul Capelli, 508-253-8530 or Investor Contact: Laurel Lefebvre, 508-253-4080