Corporate Express’s shareholders urged to vote
Corporate Express NV announces that today it has published its shareholders circular regarding its intended merger with Lyreco SAS as well as the agenda for the Extraordinary General Meeting of Shareholders (EGM) on Wednesday 18 June 2008.
The Supervisory Board and the Executive Board unanimously strongly recommend that Corporate Express shareholders vote in favour of the resolution to be proposed at the EGM to approve the transaction with Lyreco. Their reasons for doing so are detailed in the circular (www.cexpgroup.com).
The key points on the merger with Lyreco, resulting in the creation of the leading global B2B office supplies group are highlighted in the shareholders’ circular, including:
The leading global B2B office products supplier with:
- Number one B2B positions in North America, Europe and Asia-Pacific; and
- A well balanced business - in terms of geographic reach, resilience, customer base and product mix - ensuring increased competitive strengths.
Substantial value and benefits for shareholders with:
- Enhanced opportunities to grow sales and profitability;
- Significant run-rate synergies of at least € 100 million by the end of year three;
- EPS accretion from year one onwards (after completion); and
- High cash generation and strong deleveraging
Additional benefits for customers and employees with:
- Enhanced customer support and coverage; and
- More career opportunities and access to best-in class training and selling for employees.
Outstanding execution capabilities:
- Accelerating the implementation of Corporate Express’ strategic development plan and raising the original sales and margin guidance of the company; and
- Driven by a highly experienced management team with a strong track record that is fully focused on the B2B market.
The shareholders circular reaffirms the unanimous opinion of both Boards of Corporate Express that the proposed merger with Lyreco presents the most attractive opportunity for shareholders of Corporate Express to achieve significant value. We therefore urge you to carefully read the circular and are confident that you will share our enthusiasm and vote in favour of the resolution at the EGM. Corporate Express remains of the view that Staples’ offer price of € 8.00 per share still significantly undervalues the standalone value of the company and fails to reflect its prospects, let alone the proposed value-enhancing merger with Lyreco. Corporate Express will publish a Position Statement by 12 June at the latest in which the Boards will set out their opinion on the Staples offer and why they do not recommend it to shareholders.
Commenting Peter Ventress, CEO of Corporate Express, said:
“We are convinced that the merger with Lyreco will provide major benefits to our shareholders in the short, medium and long-term and both the Executive Board and the Supervisory Board unanimously recommend it. The enlarged group will benefit significantly from a well-balanced international presence and major economies of scale – and it is these synergies and future growth opportunities which our shareholders will have a chance to share in.
Today’s circular provides detailed information on the proposed merger and the reasons why we are so excited about this value creating opportunity, which presents shareholders with a superior investment opportunity. We encourage our shareholders to read it, urge them to vote and look forward to their support for our recommendations in favour of the merger.”
The agenda for the Extraordinary General Meeting of Shareholders of Corporate Express NV, to be held at Hotel Okura Ferdinand Bolstraat 333 in Amsterdam at 2pm on Wednesday 18 June 2008, will be:
- Opening
- Discussion of the public offer of Staples, Inc for Corporate Express
- Approval as provided in article 2:107a of the Dutch Civil Code for the acquisition of all shares in the capital of Lyreco SAS and/or subsidiaries of Lyreco SAS. An integral part of this approval is decision-making to:
-- Issue shares
-- Appoint a member to the Executive Board
-- Appoint members to the Supervisory Board
- Any other business
Information about the EGM and an explanation on how shareholders can register their shares for the EGM are available on the website of Corporate Express or by calling ABN AMRO Servicedesk. Voting instructions can be found on www.abnamrovoting.nl or www.cexpgroup.com. Should you have any further questions we encourage you to contact ABN AMRO Bank’s Servicedesk Beleggen on +31 76 57 99 455 or servicedesk.beleggen@nl.abnamro.com. Alternatively you can call our toll free information line on 0800 0221967 (from the Netherlands only).
This press release relates amongst other things to the provisions of article 18.1 of the Dutch Decree on Takeover Bids of the Act on Financial Supervision (“Besluit openbare biedingen Wft”).