Remaining minority shares

Since Staples Acquisition B.V. (“Staples”) acquired 99.9% of the depositary receipts and 99.2% of the ordinary shares in Corporate Express N.V. (“Corporate Express”) under the public offer, Staples initiated squeeze out proceedings pursuant to section 2:359c of the Dutch Civil Code on 11 September 2008.

The objective of a squeeze out is to acquire the remaining minority shares. The squeeze out is a court process. In first instance, the Corporate Division of the Amsterdam Court of Appeal (Ondernemingskamer, the "Court") presides over the squeeze-out claim. Appeal against decisions made by the Court can be instituted before the Dutch Supreme Court (Hoge Raad), but only on matters of law. 

If there are unknown minority shareholders to be squeezed out, difficulties can arise in respect of the enforcement of the Court order. Therefore, upon the Court order for the compulsory transfer of the minority shares becoming final, Staples may transfer the purchase price for the minority shares into a consignment account with the Dutch Ministry of Finance ("consignatiekas"). The Ministry of Finance will eventually settle with minority shareholders.

Squeeze out proceedings can easily take 6 to 9 months. When minority shareholders oppose, it can take longer before the proceedings are finalized. Regarding this procedure, it is expected that the Court will issue its judgement in the first quarter of 2009 and settlement through the Ministry of Finance will take place shortly thereafter.