Business News
Staples Confirms Its Intention to Acquire Corporate Express for Euro 7.25 Per Ordinary Share
Wednesday 19. March 2008 - 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 Financiele 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.