02.07.2008 15:33:00
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Staples Declares the Offer for all Outstanding Securities of Corporate Express Unconditional
Staples, Inc. (Nasdaq: SPLS) and its wholly owned subsidiary Staples
Acquisition B.V. and Corporate Express N.V. jointly announce that
Staples Acquisition B.V. declares unconditional (doet gestand)
the recommended offer made by Staples Acquisition B.V. for certain
securities issued by Corporate Express N.V. (the "Offer”),
as described in the Offer Memorandum of May 19, 2008 (the "Offer
Memorandum”), subject to the amendments in the
press announcements of June 3, 11 and 25, 2008.
Settlement of the Offer is expected to take place on July 9, 2008.
In accordance with normal practice in The Netherlands, Staples
Acquisition B.V. will provide a post acceptance period to allow
Corporate Express’ securityholders who have
not yet tendered their securities under the Offer to do so. Further
details on the post acceptance period are set out below.
Acceptance
As announced on June 27, 2008, the following securities have been
tendered in the Offer during the acceptance period that ended on Friday,
June 27, 2008 at 17.30 hours CET: (i) 152,495,551 ordinary shares with a
nominal value of EUR 1.20 each ("Ordinary
Shares”), including the ordinary shares
represented by American Depositary Shares ("ADS’s”),
(ii) 53,144,811 preference shares A with a nominal value of EUR 1.20
each ("Preference Shares”)
and (iii) EUR 146,513,968 principal amount of two percent subordinated
convertible bonds due 2010 ("Bonds”).
Together with the 24,541,668 Ordinary Shares already held by Staples
Acquisition B.V., the 152,495,551 Ordinary Shares tendered in the Offer
represent 95.2 percent of the total issued and outstanding ordinary
shares in the capital of Corporate Express N.V.
The Preference Shares tendered in the Offer represent 99.7 percent of
the total issued and outstanding preference shares A in the capital of
Corporate Express N.V.
Together with the EUR 6,733,550 principal amount of Bonds already held
by Staples Acquisition B.V., the Bonds tendered in the Offer represent
99.1 percent of the total issued and outstanding principal amount of the
Bonds convertible into Ordinary Shares in the capital of Corporate
Express N.V.
Settlement
In accordance with the terms of the Offer, payment of the offer price of
EUR 9.25 in cash per Ordinary Share validly tendered (or defectively
tendered, provided that such defect has been waived by Staples
Acquisition B.V.) and validly delivered to the Dutch Settlement Agent is
expected to take place on July 9, 2008.
In accordance with the terms of the Offer, payment of the offer price of
EUR 9.25 in cash per ADS validly tendered (or defectively tendered,
provided that such defect has been waived by Staples Acquisition B.V.)
and validly delivered to the U.S. Settlement Agent is expected to take
place on July 9, 2008.
The payment of the offer price of EUR 3.60 in cash per Preference Share
validly tendered (or defectively tendered, provided that such defect has
been waived by Staples Acquisition B.V.) and validly delivered to the
Dutch Settlement Agent is expected to take place on July 9, 2008.
The payment of the offer price of EUR 1,346.71 in cash per Bond validly
tendered (or defectively tendered, provided that such defect has been
waived by Staples Acquisition B.V.) and validly delivered to the Dutch
Settlement Agent is expected to take place on July 9, 2008.
Post Acceptance Period
Staples Acquisition B.V. grants Corporate Express’
securityholders who have not yet tendered their securities under the
Offer the opportunity to tender their securities in a post acceptance
period (na-aanmeldingstermijn). The post acceptance period
commences at 9:00 hours, CET (3:00 hours EDT), on July 3, 2008 and
expires at 17:30 hours CET (11:30 hours EDT), on July 16, 2008 (the "Post
Acceptance Period”). Corporate Express’
securityholders can tender their securities in the same manner and
subject to the same conditions as described in the Offer Memorandum of
May 19, 2008, subject to the amendments in the press announcements of
June 3, 11 and 25, 2008.
Securities tendered during the Post Acceptance Period will immediately
be accepted. Corporate Express’
securityholders will not be able to withdraw any securities tendered
during the Post Acceptance Period. Staples Acquisition B.V. shall pay
for securities validly tendered (or defectively tendered provided that
such defect has been waived by Staples Acquisition B.V.) during the Post
Acceptance Period within five (5) business days following the end of the
Post Acceptance Period.
Offer Memorandum and Further Information
Digital copies of the Offer Memorandum are available on the Staples’
U.S. website (www.staples.com).
Staples’ U.S. website does not constitute a
part of, and is not incorporated by reference into, the Offer
Memorandum. Copies of the Offer Memorandum are also available through
Georgeson, the Information Agent, ING Bank N.V., the Dutch Settlement
Agent, and Mellon Investor Services LLC, the U.S. Settlement Agent. The
contact details for the agents are as follows:
ING Bank N.V.
Mellon Investor Services LLC
ING Wholesale Banking Securities Services
By overnight courier or by hand:
Attn: Paying Agency Services Department
BNY Mellon Shareowner Services
Van Heenvlietlaan 220
c/o Mellon Investor Services
1083 CN Amsterdam
Attn: Corporate Action Department, 27th Floor
The Netherlands
480 Washington Boulevard
Tel: +31 20 797 9398
Jersey City, NJ 07310
Fax: +31 20 797 9607
United States of America
Email: iss.pas@mail.ing.nl
Tel: +1 800 777 3674
Fax: +1 201 680 4626
To confirm facsimile transmissions (for eligible institutions
only):
Tel: +1 201 680 4860
Georgeson
Georgeson
2nd Floor
68 Upper Thames Street
By mail:
London, EC4V 3 BJ
BNY Mellon Shareowner Services
United Kingdom
c/o Mellon Investor Services
Help line (hours of operation: 9.00 to 17.00 hours CET):
Attn: Corporate Action DepartmentP.O. Box 3301
European Tel: 00 800 6614 6614
South Hackensack, NJ 07606
U.S. Tel: +1 866 201 4446
United States of America
During the Post Acceptance Period, Corporate Express’
securityholders who hold their securities through an admitted
institution of Euronext Amsterdam N.V. and/or NYSE are requested to make
their acceptance known via their custodian, bank or stockbroker.
Delisting
Staples and Corporate Express intend to terminate the listing of
Ordinary Shares and Preference Shares on Euronext Amsterdam and the
listing of ADS’s on the NYSE as soon as
possible after settlement. This would adversely affect the liquidity of
any securities not tendered in the Offer. Corporate Express intends to
make a filing with the United States Securities and Exchange Commission ("SEC”)
requesting termination of the registration of the Ordinary Shares and
the ADS’s under the Securities Exchange Act
of 1934, as amended (the "Exchange Act”),
which may result in the termination of Corporate Express’
reporting obligations under the Exchange Act. Corporate Express N.V.
further intends to terminate the deposit agreement relating to the ADS’s.
Corporate Express securityholders who do not wish to tender their
securities in the Post Acceptance Period should carefully review Section
5.17 of the Offer Memorandum.
Restrictions
The Offer is not being made, and the securities will not be accepted for
purchase from or on behalf of any securityholders, in any jurisdiction
in which the making or acceptance thereof would not be in compliance
with the securities or other laws or regulations of such jurisdiction or
would require any registration, approval or filing with any regulatory
authority not expressly contemplated by the terms of the Offer
Memorandum. However, acceptances of the Offer by securityholders not
residing in The Netherlands will be accepted by Staples Acquisition B.V.
if such acceptances comply with the acceptance procedure set out in the
Offer Memorandum. Persons obtaining the Offer Memorandum are required to
take due notice and observe all such restrictions and obtain any
necessary authorisations, approvals or consents. None of Staples
Acquisition B.V., Staples, Inc., any of their respective affiliates or
any director, employee or advisor of any of the foregoing accepts any
liability for any violation by any person of any such restriction. Any
person (including, without limitation, custodians, nominees and
trustees) who would or otherwise intends to forward the Offer Memorandum
or any related document to any jurisdiction outside The Netherlands
should carefully read Section 1 (Restrictions and Important Information)
in the Offer Memorandum before taking any such action. The distribution
of the Offer Memorandum in jurisdictions other than The Netherlands may
be restricted by law and therefore persons into whose possession the
Offer Memorandum comes should inform themselves about and observe such
restrictions. Any failure to comply with any such restrictions may
constitute a violation of the law of any such jurisdiction.
Canada and Japan
The Offer and any solicitation in respect thereof is not being made,
directly or indirectly, in or into Canada or Japan, or by use of the
mails, or by any means or instrumentalities of interstate or foreign
commerce, or any facilities of a national securities exchange, of Canada
or Japan. This includes, but is not limited to, post, facsimile
transmission, telex or any other electronic form of transmission and
telephone. Accordingly, copies of the Offer Memorandum and any related
press announcements, acceptance forms and other documents are not being
sent and must not be mailed or otherwise distributed or sent in, into or
from Canada or Japan or, in their capacities as such, to custodians,
nominees or trustees holding securities for persons residing in Canada
or Japan. Persons receiving the Offer Memorandum and/or such other
documents must not distribute or send them in, into or from Canada or
Japan, or use such mails or any such means, instrumentalities or
facilities for any purpose in connection with the Offer; so doing will
invalidate any purported acceptance of the Offer. None of Staples
Acquisition B.V., Staples, Inc. or any of their respective affiliates
will accept any tender by any such use, means, instrumentalities or
facilities from within Canada or Japan.
United States
The Offer is being made for the securities of a Dutch company and, while
the Offer is subject to Dutch and certain applicable U.S. disclosure
requirements, U.S. securityholders should be aware that the Offer
Memorandum has been prepared in accordance with Dutch format and style,
which differs from U.S. format and style. In addition, the consolidated
financial information of Corporate Express included or referred to
herein has been prepared on the basis of International Financial
Reporting Standards as adopted by the European Union (as defined in
Section 3 (Definitions) in the Offer Memorandum) and, accordingly, may
not be comparable to financial statements prepared in accordance with
U.S. generally accepted accounting principles.
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.
About Corporate Express
Corporate Express is one of the world's leading suppliers of office
products to businesses and institutions. The Company has a widespread
global proprietary distribution network spanning North America, Europe
and Australia, with approximately 18,000 employees working from more
than 350 locations in 21 countries.
This is a joint public announcement pursuant to the provisions of
section 16 and section 17 of the Dutch Decree on Public Takeover Bids (Besluit
openbare biedingen Wft). This announcement 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. Except as
expressly stated in this press release, the Offer is made through and is
subject to the terms and conditions as set out in the Offer Memorandum,
subject to the amendments in the press announcements of June 3, 11 and
25, 2008. 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 those 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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