06.06.2008 12:55:00
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Staples Sets Cash Tender Offer Price for Corporate Express U.S. Finance Inc.'s Senior Subordinated Notes Due 2014 and 2015
Staples, Inc. (Nasdaq: SPLS) and its wholly owned subsidiary, Staples
Acquisition B.V., today announced prices for the previously announced
cash tender offer for all of the 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”
and together, the "Notes”)
of Corporate Express U.S. Finance Inc. (formerly known as Buhrmann U.S.
Inc.), as described in the Offer to Purchase and Consent Solicitation
Statement dated May 22, 2008 (the "Offer to
Purchase”).
Based on an assumed payment date of June 30, 2008, holders who validly
tendered their Notes with related consents at or prior to 5:00 p.m. EDT
on June 5, 2008 (the "Consent Date”)
are eligible to receive $1,094.35 for each $1,000 principal amount of
2014 Notes and $1,117.99 for each $1,000 principal amount of 2015 Notes
(the "Total Consideration”).
The Total Consideration for each series of Notes includes a consent
payment equal to $30 in cash per $1,000 principal amount of the Notes.
The consent payment is payable only to holders of Notes validly tendered
with consents and not validly withdrawn at or prior to the Consent Date.
Holders who tender their Notes after the Consent Date will not be
eligible to receive the consent payment. Holders who validly tender
their Notes after the Consent Date but at or prior to 11:59 p.m. EDT on
June 27, 2008 (the "Expiration Date”),
unless extended or terminated earlier, are eligible to receive $1,064.35
for each $1,000 principal amount of the 2014 Notes and $1,087.99 for
each $1,000 principal amount of the 2015 Notes (the "Tender
Offer Consideration”). In addition to the
Total Consideration or the Tender Offer Consideration payable in respect
of Notes purchased in the Tender Offer, Staples Acquisition B.V. will
pay accrued and unpaid interest from the last applicable interest
payment date up to, but not including, the Payment Date (as described in
the Offer to Purchase).
The Total Consideration and the Tender Offer Consideration were
determined as of 2:00 p.m. EDT on June 5, 2008, based on the Reference
Yield (as described in the Offer to Purchase) of 2.233% for the 2014
Notes and 2.399% for the 2015 Notes, and an Applicable Spread (as
described in the Offer to Purchase) of 50 basis points for the Notes,
using an assumed June 30, 2008 payment date for calculation purposes. If
the Expiration Date is extended for more than 10 business days following
the scheduled Expiration Date, a new price determination date will be
established (to be 2:00 p.m. EDT on the tenth business day immediately
preceding the new Expiration Date) and the Total Consideration and the
Tender Offer Consideration for each Note tendered pursuant to the Offer
at or prior to the new Expiration Date will be redetermined as of such
new price determination date. Information regarding the pricing, tender
and delivery procedures and conditions to the tender offer and consent
solicitation relating to the Notes is contained in the Offer to Purchase.
In addition, Staples Acquisition B.V. has received consents from holders
of approximately 98.67% of the aggregate principal amount of the
outstanding 2014 Notes and approximately 99.33% of the aggregate
principal amount of the outstanding 2015 Notes to the proposed
amendments to the indentures governing the 2014 Notes and the 2015
Notes. Accordingly, Staples Acquisition B.V. has received the requisite
consents to adopt the proposed amendments to each of the indentures
pursuant to the consent solicitation. The proposed amendments are
described in more detail in the Offer to Purchase. Pursuant to the terms
of the Offer to Purchase, tenders of the Notes and consents to the
proposed amendments that have been delivered became irrevocable as of
the Consent Date. Tenders of Notes and consents delivered after the
Consent Date will also be irrevocable.
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. The previously announced tender
offer also includes an all cash offer for Corporate Express N.V.
preference shares A and subordinated convertible bonds due 2010. The
obligation of Staples Acquisition B.V. to accept for purchase and pay
for Notes validly tendered and not withdrawn according to the terms of
the Offer to Purchase is subject to the satisfaction of certain
conditions that are described in the Offer to Purchase, including
satisfaction of the conditions to the equity tender offer.
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).
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 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. Corporate
Express U.S. Finance Inc. noteholders are advised to read the Offer to
Purchase, the related Consent and Letter of Transmittal and any other
documents relating to the tender offer and consent solicitation in their
entirety because they contain important information. Corporate Express
U.S. Finance Inc. noteholders may obtain copies of these documents for
free by calling Georgeson, the information agent for the offer, at
1-866-201-4446 (toll free).
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