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.
The squeeze out procedure is ongoing now and while it is expected to lead to issue of a judgement by the Ondernemingskamer prior to the end of our fiscal year 2009, which ends on January 30, 2010, it may be at a later date. As soon as any more information is available on the outcome of this procedure and the subsequent settlement through the Ministry of Finance, this will be published on this website.
Update:
Staples continues to make every effort to move the judicial process along as swiftly as possible. The exact date that the Dutch court will render a judgment in the squeeze out proceeding remains unknown. We anticipate that it will be prior to the end of the first quarter of our fiscal year 2010, which ends on 30 April 2010. There is, however, no guarantee that the court will render a judgment before such time.
If minority shareholders have any questions about this squeeze out procedure, they can send an e-mail to: sandra.nguema@staples.eu.