|Staples' Tender Offer Receives Overwhelming Acceptance from Corporate Express' Shareholders|
FRAMINGHAM, Mass.--(BUSINESS WIRE)--June 27, 2008--Staples, Inc. (Nasdaq: SPLS) and its wholly owned subsidiary, Staples Acquisition B.V., are pleased to announce that, during the acceptance period of the offer made by Staples Acquisition B.V. on May 19, 2008 for certain securities issued by Corporate Express N.V. (the Offer), the following securities have been tendered for acceptance under the Offer: (i) 152,495,551 ordinary shares with a nominal value of EUR 1.20 each, including the ordinary shares represented by ADS's (Ordinary Shares), (ii) 53,144,811 preference shares A with a nominal value of EUR 1.20 each (Preference Shares) and (iii) EUR 146,513,968 principal amount of two percent subordinated convertible bonds due 2010 (Bonds). The Offer is further described in the Offer Memorandum of May 19, 2008 (the Offer Memorandum), subject to the amendments in the press announcements on June 3, 11 and 25, 2008. The period for acceptance of the Offer ended on June 27, 2008 at 17.30 hours CET.
Together with the 24,541,668 Ordinary Shares already held by Staples Acquisition B.V., the 152,495,551 Ordinary Shares tendered in the Offer represent 95.2 percent of the total issued and outstanding ordinary shares in the capital in Corporate Express N.V.
The Preference Shares tendered in the Offer represent 99.7 percent of the total issued and outstanding preference shares A in the capital in Corporate Express N.V.
Together with the EUR 6,733,550 of Bonds already held by Staples Acquisition B.V., the Bonds tendered in the Offer represent 99.1 percent of the total issued and outstanding principal amount of two percent subordinated convertible bonds due 2010 convertible into Ordinary Shares in the capital in Corporate Express N.V.
In accordance with article 16 paragraph 1 of the Dutch Takeover Decree (Besluit openbare biedingen Wft), on or before Wednesday, July 2, 2008, Staples Acquisition B.V. will announce whether the remaining conditions to the Offer have been satisfied and whether the Offer will be declared unconditional (gestand wordt gedaan).
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.
This is a public announcement pursuant to the provisions of section 4, paragraph 3 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft). Staples Acquisition B.V. expressly reserves any and all rights it has in respect of the Offer, as described in the Offer Memorandum, including the right to invoke or waive any of the conditions to the Offer set out in section 6.5 thereof. 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 on June 3, 11 and 25, 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 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 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.