|Staples Increases its Offer to EUR 8.00 per Share for Corporate Express|
-- 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.
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