18.03.2008 16:55:00
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Staples Confirms Its Intention to Acquire Corporate Express for Euro 7.25 Per Ordinary Share
As first announced on Feb. 19, 2008, Staples, Inc. (Nasdaq: SPLS)
confirms its current intention to make a public offer for all the
outstanding ordinary shares and American depositary shares ("ADS”)
issued by Corporate Express (the "Offer”)
for a price of EUR 7.25 per ordinary share and ADS and confirms that
preparations are well under way for the Offer. In addition, in
connection with the Offer, Staples also confirms its intention to make a
public offer for the depositary receipts of preference shares A and the
convertible bonds.
As initially announced, the proposed offer implies:
a premium of approximately 67 percent to Corporate Express’
closing share price on Feb. 4, 2008, the last day before rumors of a
potential offer for Corporate Express circulated in the market,
a premium of approximately 33 percent to Corporate Express’
closing share price on Feb. 18, 2008, the day before the initial press
release, and
a premium of approximately 60 percent to Corporate Express’
average closing price during the one-month period ended on Feb. 18,
2008, and a premium of approximately 43 percent to Corporate Express’
average closing price during the three-month period then ended.
"While we continue to be disappointed that
Corporate Express’ Executive and Supervisory
Boards have not entered into a negotiation with us about the
transaction, we remain very enthusiastic about a combination between the
two companies,” said Ron Sargent, Staples
chairman and CEO. "Based on public
information, Staples firmly believes its proposal is the most valuable
option available to Corporate Express' shareholders and will deliver
significant benefits for customers and employees."
Staples expects to submit a request for approval of the offer memorandum
in respect of the Offer (the "Offer Memorandum”)
to the Netherlands Authority for the Financial Markets (Stichting
Autoriteit Financiële Markten or "AFM")
before May 13, 2008, which is the date by which under Dutch law a
request for approval must be submitted to the AFM. In addition, Staples
plans to make all necessary competition regulatory filings prior to May
13, 2008.
Since the announcement on Feb. 19, 2008, the company’s
financing plans have progressed. Specifically, the previously announced
bridge loan commitment from Lehman Brothers Inc. is now equally shared
by Lehman Brothers Inc., Bank of America, N.A. and HSBC Bank USA, N.A.
Upon completion of final credit documentation, this financing, together
with existing cash and liquidity, will provide Staples with funding
sufficient to satisfy its obligations under the Offer.
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 Section 7
paragraph 1 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 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, N.V., 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.
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