03.06.2008 06:16:00
|
Staples Increases Its Offer for Corporate Express to EUR 9.15 per Share and Secures Commitments from Shareholders to Tender Their Shares
Staples, Inc. (Nasdaq: SPLS) and its wholly owned subsidiary Staples
Acquisition B.V. today announced the increase of the all cash offer
price per ordinary share to EUR 9.15 under the offer made by Staples
Acquisition B.V. on 19 May 2008 for certain securities issued by
Corporate Express N.V. (the "Offer”),
as set out in the Offer Memorandum of 19 May 2008 (the "Offer
Memorandum”). Staples’
Offer is contingent upon Corporate Express’
shareholders rejecting the proposed Lyreco SAS transaction.
Shareholders holding approximately 23.3 percent of Corporate Express
ordinary share capital have irrevocably committed to tender their shares
into Staples’ Offer, subject to certain
conditions. These shareholders have also entered into certain agreements
to vote against the proposed Lyreco transaction at the upcoming
Corporate Express EGM. Staples has also lowered its minimum acceptance
condition to 51 percent of the voting rights attached to the fully
diluted share capital.
"At our increased offer price, there is no
question that Staples’ Offer is the superior
choice for Corporate Express shareholders,”
said Ron Sargent, Staples chairman and CEO. "Staples’
Offer provides certain and immediate cash value, without the significant
risks found in Corporate Express’ long-term
business plan, with or without Lyreco. Already a significant number of
Corporate Express shareholders have committed their support of our
Offer. We strongly believe that a Staples–Corporate
Express combination is in the best interests of all shareholders as well
as the interests of employees and customers. We urge all Corporate
Express shareholders to vote against the Lyreco transaction and to
tender their shares to Staples.” Compelling transaction for Corporate Express’
shareholders
Staples believes that its proposal is the most valuable and certain
option available to Corporate Express’
shareholders.
Staples’ Offer provides a premium price and
superior and immediate value per share relative to the value based on
Corporate Express’ prospects with or
without Lyreco. The revised all cash offer per ordinary share
represents:
-- A premium of 116 percent to the unaffected Corporate Express
share price on 4 February 2008, the day before rumors of a potential
offer for Corporate Express circulated in the market;
-- A multiple of 9.7 times enterprise value to EBITDA consensus
estimate for Corporate Express for 2008; and
-- An increase of 26 percent from Staples’
initial offer price per ordinary share of EUR 7.25 on 19 February
2008.
Staples’ Offer provides Corporate Express
shareholders immediate and certain value. Staples’
fully financed all cash offer has received antitrust clearance in the
U.S. and Canada, and Staples is confident that clearance in the
European Union will be granted on or before 17 June 2008.
Staples’ Offer for Corporate Express is
expected to close quickly, in early July 2008.
Attractive proposition to Corporate Express employees and customers
Staples believes that the Offer is beneficial and attractive to all
Corporate Express stakeholders, including employees and customers.
Employees of Corporate Express are important to both the integration
of the businesses and the achievement of future success. Staples plans
to invest in the people at Corporate Express and anticipates
attractive career opportunities for employees at the combined company.
The combined company will better serve customers of both companies.
Customers will benefit from expanded product and service offerings,
improved distribution capabilities, shared best practices and a more
efficient cost structure.
Staples has an excellent track record of industry leading growth and
profitability through its differentiated Contract model, as well as in
integrating businesses and operating delivery business models in new
markets.
Proposed Corporate Express acquisition of Lyreco presents
considerable risks
Corporate Express shareholders should evaluate the significant risks of
the proposed Lyreco transaction.
Execution Risk: The Corporate Express–Lyreco
value proposition is based on achieving unrealistic targets. The
inconsistent track record of Corporate Express, the weakening U.S. and
global economies, and many integration/execution challenges and
disruptions to its operations make these targets highly uncertain.
Regulatory Risk: A Corporate Express–Lyreco
combination requires antitrust clearance in Europe, Canada and
Australia. Regulatory scrutiny could result in considerable delays.
Financial Risk: After funding the Lyreco transaction, Corporate
Express will have an even heavier debt level, further limiting balance
sheet flexibility.
Human Resources Risk: Moving the operating headquarters to France and
the headcount reductions in Europe foreseen by Corporate Express and
Lyreco management are likely to cause human resources challenges.
Staples' Offer is contingent upon Corporate Express shareholders
rejecting the Lyreco transaction
The transaction between Corporate Express and Lyreco to combine the two
businesses, as announced on 21 May 2008, constitutes an action by
Corporate Express that materially and adversely affects Staples’
Offer, its ability to consummate the Offer and the value of the
Corporate Express securities, within the meaning of the condition to the
Offer set out in section 6.5.4 of the Offer Memorandum. Accordingly,
Staples expressly reserves any and all rights it has under the condition
to the Offer set out in section 6.5.4 of the Offer Memorandum. This
means that the Offer, including the improved terms described in this
press release, is contingent upon the Corporate Express shareholders
voting against the contemplated acquisition of Lyreco. Following the
rejection of the Lyreco transaction, Staples must also be satisfied that
Corporate Express has no further material liabilities in connection with
the proposed Lyreco transaction.
Irrevocable commitments to tender and vote against the Lyreco
transaction
Corporate Express’ shareholders, who
collectively own approximately 23.3 percent of the issued ordinary share
capital of Corporate Express, including Centaurus, York Capital and
Halcyon, have expressed their support for the increased Offer. These
shareholders have irrevocably committed, subject to certain conditions,
to tender their shares into Staples’ Offer
under the conditions described in the Offer Memorandum. These
shareholders have also entered into certain agreements to cast their
voting shares against the proposed Lyreco transaction at the upcoming
Corporate Express EGM to be held on 18 June 2008.
Conditions to the Offer – Details about
Staples’ minimum acceptance condition lowered
to 51 percent of the voting rights attached to the fully diluted share
capital
Staples Acquisition B.V. confirms that it shall waive the Minimum
Acceptance Condition to the Offer set out in section 6.5.1 of the Offer
Memorandum if and when prior to the Acceptance Closing Time there have
been tendered for acceptance under the Offer such number of Ordinary
Shares, including Ordinary Shares represented by ADSs, Preference Shares
and Bonds that the votes attached to those securities, together with the
votes attached to the same types of securities owned by Staples
Acquisition B.V. and/or any of its affiliates at the Acceptance Closing
Time, represent at least 51 percent of votes attached to the Ordinary
Shares, including Ordinary Shares represented by ADSs, Preference Shares
and Bonds issued and outstanding at the Acceptance Closing Time. For
purposes of the calculation of the percentage of votes referred to in
the preceding sentence, (i) the Bonds shall be deemed to give right to
such number of votes as would have been the case if they had been
converted on the Business Day immediately preceding the Acceptance
Closing Date at a conversion price of EUR 6.87 per Bond, (ii) the
Ordinary Shares, Preference Shares or Bonds shall include any options
granted by Corporate Express to subscribe for Ordinary Shares,
Preference Shares or Bonds, as the case may be, that are not exercised
and have not otherwise resulted in the issue by Corporate Express of
such Ordinary Shares, Preference Shares or Bonds, as the case may be, to
the option holders on or prior to the Acceptance Closing Time and (iii)
defined terms used in this paragraph that are not otherwise defined in
this press release shall be deemed to have the meaning ascribed thereto
in the Offer Memorandum.
Offers for the Convertible Bonds, Preference Shares A and Senior
Subordinated Notes 2014 and 2015
Staples’ Offer is applicable to the following
outstanding securities of Corporate Express:
an all cash Offer for the 2 percent Subordinated Convertible Bonds due
2010 of EUR 1,332.15 per Bond;
an all cash Offer for the Preference Shares A of EUR 3.15 per share;
and
an all cash tender Offer to purchase all of Corporate Express U.S.
Finance Inc.’s outstanding 8.25 percent
Senior Subordinated Notes due 1 July 2014 and 7.875 percent Senior
Subordinated Notes due 1 March 2015, on the terms and subject to the
conditions set forth in its Offer to Purchase and Consent Solicitation
Statement, dated 22 May 2008.
Financing of the Offer
Staples confirms that the funds available under the credit agreement
described in section 6.4 of the Offer Memorandum, together with Staples’
cash reserves and the funds available under its existing revolving
credit facility, remain sufficient to finance the acquisition of
Corporate Express.
Offer Memorandum and further information
Corporate Express shareholders and bondholders are advised to review the
Offer Memorandum thoroughly and to seek independent advice where
appropriate in order to reach a judgment with respect to the Offer and
the Offer Memorandum. With due reference to all statements, terms,
conditions and restrictions included in the Offer Memorandum,
shareholders and bondholders are invited to tender their ordinary
shares, including ordinary shares represented by ADSs, preference shares
and convertible bonds under the Offer in the manner and subject to the
terms, conditions and restrictions set out in the Offer Memorandum.
Staples Acquisition B.V. expressly reserves any and all rights it has in
respect of the Offer, as described in the Offer Memorandum, including
the right to invoke or waive any of the conditions to the Offer set out
in section 6.5 thereof.
Availability of copy documentation
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.
ING Wholesale Banking Securities Services
Attn: Paying Agency Services Department
Van Heenvlietlaan 220
1083 CN Amsterdam
The Netherlands
Tel: +31 20 797 9398
Fax: +31 20 797 9607
Email: iss.pas@mail.ing.nl
Mellon Investor Services LLC By overnight courier or by hand:
BNY Mellon Shareowner Services
c/o Mellon Investor Services
Attn: Corporate Action Department, 27th Floor
480 Washington Boulevard
Jersey City, NJ 07310
United States of America
Tel: +1 800 777 3674
Fax: +1 201 680 4626
To confirm facsimile transmissions (for eligible institutions
only): Tel: +1 201 680 4860
By mail:
BNY Mellon Shareowner Services
c/o Mellon Investor Services
Attn: Corporate Action Department
P.O. Box 3301
South Hackensack, NJ 07606
United States of America
Georgeson
Georgeson
2nd Floor
68 Upper Thames Street
London, EC4V 3BJ
United Kingdom
Help line (hours of operation: 9.00 to 17.00 hours CET):
European Tel: 00 800 6614 6614
U.S. Tel: 1 866 201 4446
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.
This is a public announcement pursuant to the provisions of Sections 4,
paragraph 3, and 15, paragraph 4, of the Dutch Decree on Public Takeover
Bids (Besluit openbare biedingen Wft). Staples Acquisition B.V.
expressly reserves any and all rights it has in respect of the Offer, as
described in the Offer Memorandum, including the right to invoke or
waive any of the conditions to the Offer set out in section 6.5 thereof.
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. Other than the information contained in
the Offer Memorandum Staples Acquisition B.V. did not disclose to the
shareholders who have irrevocably committed to tender their Corporate
Express shares any material information regarding the Offer which would
be relevant for securityholders when considering to tender their
securities in the Offer. 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 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 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.
Der finanzen.at Ratgeber für Aktien!
Wenn Sie mehr über das Thema Aktien erfahren wollen, finden Sie in unserem Ratgeber viele interessante Artikel dazu!
Jetzt informieren!
Wenn Sie mehr über das Thema Aktien erfahren wollen, finden Sie in unserem Ratgeber viele interessante Artikel dazu!
Jetzt informieren!
JETZT DEVISEN-CFDS MIT BIS ZU HEBEL 30 HANDELN
Handeln Sie Devisen-CFDs mit kleinen Spreads. Mit nur 100 € können Sie mit der Wirkung von 3.000 Euro Kapital handeln.
82% der Kleinanlegerkonten verlieren Geld beim CFD-Handel mit diesem Anbieter. Sie sollten überlegen, ob Sie es sich leisten können, das hohe Risiko einzugehen, Ihr Geld zu verlieren.
Nachrichten zu Staples Inc.mehr Nachrichten
Keine Nachrichten verfügbar. |