Staples announced its intention to proceed with an offer for Corporate Express N.V. at an increased offer price of EUR 8.00 per Corporate Express ordinary share. Shareholders have received a dividend of EUR 0.21 per Corporate Express ordinary share since Staples announced its EUR 7.25 offer on February 19, 2008. Including this dividend, Staples' offer represents:
Staples has extended multiple invitations, including as recently as last Friday, to Corporate Express' Boards to engage in constructive dialogue regarding Staples' offer. The Boards have refused to negotiate the merits of Staples' proposals. Staples continues to believe that its offer is the most valuable option available to Corporate Express' shareholders given the uncertainty surrounding a turnaround plan. Staples' offer will also deliver significant benefits to Corporate Express' customers and employees.
Ron Sargent, Chairman and Chief Executive Officer of Staples, said: "Given the unwillingness of Corporate Express to negotiate a transaction, we will make our offer directly to shareholders. Today we announced a highly attractive offer for Corporate Express at a compelling valuation. We are offering certain cash value versus the considerable uncertainties of management's long range guidance."
Since Staples' original offer on February 19, 2008, Staples has made substantial progress in the preparations for this offer. Staples has obtained antitrust clearance in the United States, met with Dutch trade unions and submitted to the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiele Markten or "AFM") a request for approval for a draft offer memorandum. Staples has initiated the required regulatory processes in Europe and Canada. Staples expects to launch a formal offer following receipt of approval of the offer memorandum from the AFM.
Staples expects that its offer for all the outstanding shares would include a minimum acceptance condition of 75 percent of the ordinary share capital. In addition, Staples confirms that it expects to make an offer for both the Corporate Express depositary receipt of preference shares A and the two percent subordinated convertible bonds due 2010 issued by Corporate Express.
