As first announced on Feb. 19, 2008, Staples 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:
"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."
Corporate Express NV notes Staples’ press release today in which it repeats its unsolicited proposal, first announced on 19 February, to acquire Corporate Express for EUR 7.25 per share.
As stated in Corporate Express’ press release of 19 February, Corporate Express is of the opinion that Staples’ proposed offer price significantly undervalues the company and fails to reflect Corporate Express’ prospects. Corporate Express does not believe Staples' proposal is in the best interests of its shareholders and other stakeholders. The company therefore rejects the proposal and reiterates its commitment to pursuing its declared strategy.
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.
