|Staples and Shareholder Group Settle Lawsuit On Staples.com Foldback; Staples Shareholders to Vote in August|
|FRAMINGHAM, Mass., Jul 2, 2001 (BUSINESS WIRE) -- Staples, Inc. (Nasdaq: SPLS)
and a shareholder group have settled a lawsuit filed in March challenging
Staples' plan to fold back Staples.com stock into Staples stock, both sides
According to the settlement, which is subject to the final approval of the Delaware Court of Chancery, Staples has agreed to include in its proxy statement additional information relevant to the value of Staples.com stock in the foldback. In addition, Staples has agreed to pay the fees and expenses for the attorneys representing the shareholder group. There will be no change to the proposed foldback transaction.
Staples shareholders will vote on the foldback at the Staples annual meeting in August.
Richard S. Schiffrin, an attorney for the shareholder group, said, "I'm very pleased with this settlement. My fellow attorneys and I have reviewed the description of the reclassification proposal to be included in the final proxy statement and believe it complies with the Delaware Court of Chancery's opinion and order in this case. We also believe it provides full and fair disclosure to Staples shareholders and a sound basis for them to decide whether to approve the transaction."
Thomas G. Stemberg, chairman and CEO of Staples, said, "I am extremely pleased that we can now turn our total focus to company operations and the shareholder vote in August. Our Directors continue to believe that the reclassification is fair to all Staples shareholders and in the best interest of the company. It is an important step in achieving the company's vision for the future."
The Staples Board of Directors voted in March to exchange Staples.com stock for Staples stock after concluding that it made sense to combine the two operations because many Staples customers shop both the Staples Direct catalog and Staples.com. By integrating the catalog operation with Staples.com, Staples hopes to achieve synergies and efficiencies in how it markets to and services customers in both operations.
Staples, Inc. is an $11 billion retailer of office supplies, business services, furniture and technology to consumers and businesses from home-based businesses to Fortune 500 companies in the United States, Canada, the United Kingdom, Germany, the Netherlands and Portugal. Headquartered outside Boston, Staples invented the office superstore concept and today is the largest operator of office superstores in the world. The company has over 50,000 employees serving customers through more than 1,300 office superstores, mail order catalogs, e-commerce and a contract business. More information about the company is available at http://www.staples.com.
Certain information contained in this news release constitutes forward looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors including risks related to Staples' ability to compete in its highly competitive market, Staples' ability to continue to successfully open new stores, Staples' quarterly operating results being subject to significant fluctuation, Staples' stock price fluctuating based on the expectations of professional securities analysts, the strain on operations due to Staples' rapid growth which can affect operating results, the ability of Staples' foreign operations and Staples.com to become profitable and the ability of Staples to obtain adequate future financing. Additional information concerning these factors is contained in Staples' Annual Report on Form 10-K dated March 15, 2001, which is on file with the Securities and Exchange Commission.