Corporate Express recommends all-cash offer of €9.25 per ordinary share by Staples

Corporate Express NV, one of the world’s leading suppliers of office products, announced today that it recommends to shareholders to accept the increased cash offer from Staples, Inc (made through Staples Acquisition BV) of € 9.25 per ordinary share.

Reference is made to today's press release of Staples, Inc., in which Staples announced that the launched public offer for all ordinary shares (the ”Ordinary Shares”) in the share capital of Corporate Express has been increased as a result of Staples' purchase of Ordinary Shares of € 9.25 per ordinary share in a transaction other than a regular on market transaction.

Both the Executive Board and the Supervisory Board of Corporate Express unanimously recommend shareholders to accept the increased offer for its Ordinary Shares from Staples for reasons that will be set out in more detail in a position statement to be published by 12 June at the latest, amongst which:

The € 9.25 cash per Ordinary Share offer (the “Offer”) adequately values Corporate Express and represents a significant improvement over the initial proposal of € 7.25 and offer of € 8.00 per Ordinary Share respectively;
Corporate Express and Staples have agreed on a number of key issues with regard to strategy, employees and integration process;
The combined group will offer attractive career opportunities for Corporate Express employees in the enlarged group; and
Customers will benefit from an expanded and improved service.

Staples and Corporate Express will create the world’s premier provider of office products to businesses of all sizes. The combination will have strong positions globally, serving customers in 28 countries. The companies’ collective businesses, as of the end of each company’s 2007 fiscal year, had annual revenues of circa € 18 billion with more than 94,000 employees.

Prior to reaching its decision, Corporate Express carefully listened to the views expressed by shareholders. In reaching a recommended offer, the Boards also expect there to be an orderly integration of Corporate Express - to the benefit of both employees and customers.

Peter Ventress will become President of Staples International, to oversee Staples’ business outside of the United States and Canada and will play a key part in managing the integration of the two businesses going forward. He will report to Ron Sargent, Staples’ Chairman and CEO.

In June 2008, the senior management teams of Corporate Express and Staples have discussed the business strategy of a potential combination as well as the consequences of integrating the two businesses. Staples’ management has recognized the achievements of Corporate Express over the years and highlighted the importance of retaining employees. In that regard, arrangements have been made on a number of key issues including:

Maintenance of the European contract business headquarters in Amsterdam;
The creation of an Integration Committee to oversee the integration process; which will consist of senior management from Corporate Express and Staples;
Staples’ confirmation that they have no plans to make material reductions to the overall workforce; and
Strong opportunities for Company’s employees within the combined group.

Corporate Express has terminated the merger agreement with Lyreco. This merger was announced on May 21, 2008. While the Boards of Corporate Express believe that there was clear strategic and financial rationale for the merger, the Boards decided to withdraw their recommendation for the Lyreco transaction and to recommend the latest improved and fair offer from Staples.

Frank Meysman, Chairman of the Supervisory Board of Corporate Express said:
“Since Staples made its first proposal, the management of Corporate Express has worked hard to create value for shareholders and I believe that in line with their fiduciary duties, they have run a very orderly process to ensure this. Both Boards unanimously recommend the revised Staples offer, believing that it provides good value for shareholders, attractive career opportunities for employees and an enhanced service to our customers.”

Commenting Peter Ventress, CEO of Corporate Express said:
“Staples is a terrific company with a strong track record of consistent performance in our industry. Ron Sargent and his team share our values and our firm desire to create value for all our stakeholders and in particular our customers and our employees. I look forward very much to working with Ron and his team over the years to come, and am sure that this new combination will bring numerous benefits to all our employees and customers.

We believe that this offer is a good one for our shareholders and we recommend it wholeheartedly. I look forward now to working in the coming period to ensure we continue delivering value for all our stakeholders. At this point, I would like also to note our continued respect and high opinion of the Lyreco management and employees.”

Ron Sargent, Staples Chairman and CEO said:
“We have tremendous respect for Corporate Express, and we know they share our passion for outstanding customer service. Bringing together these two great companies is a win for customers, employees and shareholders and I look forward to working with Peter Ventress and his team.”

Prior to finalisation of the agreement with Corporate Express, Staples Acquisition BV purchased 2,085,403 Ordinary Shares, representing approximately 1.1 percent of Corporate Express’ outstanding ordinary share capital, for a price of € 9.25 per Ordinary Share in a transaction other than a regular on market transaction. Therefore, in accordance with Article 19 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft), if the Offer is declared unconditional, Staples Acquisition BV will be required to pay (i) € 9.25 per Ordinary Share validly tendered into the Offer (or defectively tendered, provided such defect is waived by Staples Acquisition BV) and (ii) € 9.25 per ADS validly tendered into the Offer (or defectively tendered, provided such defect is waived by Staples Acquisition BV).

Stichting Preferente Aandelen Corporate Express has for the benefit of Staples Acquisition BV and subject to the Offer being declared unconditional (‘gestand wordt gedaan’), irrevocably and otherwise unconditionally renounced its call option under the agreement with Corporate Express.

As detailed in the Offer Memorandum, the offer expires on June 27, 2008 at 17.30 CET unless extended. Staples and Corporate Express expect settlement of the Offer to take place in July 2008.

The EGM scheduled for 18 June 2008 of which shareholders have been informed will still take place, but there will no longer be a vote on a proposed merger with Lyreco.

This announcement relates to article 5 sub section 1 of the Dutch Public Offers Decree ("Besluit openbare biedingen Wft").

Home / Press / Press releases / Corporate Express recommends all-cash offer of €9.25 per ordinary share by Staples
Press release Corporate Express recommends all-cash offer of €9.25 per ordinary share by Staples AMSTERDAM - 11-6-2008 Corporate Express NV, one of the world’s leading suppliers of office products, announced today that it recommends to shareholders to accept the increased cash offer from Staples, Inc (made through Staples Acquisition BV) of € 9.25 per ordinary share. Reference is made to today's press release of Staples, Inc., in which Staples announced that the launched public offer for all ordinary shares (the ”Ordinary Shares”) in the share capital of Corporate Express has been increased as a result of Staples' purchase of Ordinary Shares of € 9.25 per ordinary share in a transaction other than a regular on market transaction. Both the Executive Board and the Supervisory Board of Corporate Express unanimously recommend shareholders to accept the increased offer for its Ordinary Shares from Staples for reasons that will be set out in more detail in a position statement to be published by 12 June at the latest, amongst which: The € 9.25 cash per Ordinary Share offer (the “Offer”) adequately values Corporate Express and represents a significant improvement over the initial proposal of € 7.25 and offer of € 8.00 per Ordinary Share respectively; Corporate Express and Staples have agreed on a number of key issues with regard to strategy, employees and integration process; The combined group will offer attractive career opportunities for Corporate Express employees in the enlarged group; and Customers will benefit from an expanded and improved service. Staples and Corporate Express will create the world’s premier provider of office products to businesses of all sizes. The combination will have strong positions globally, serving customers in 28 countries. The companies’ collective businesses, as of the end of each company’s 2007 fiscal year, had annual revenues of circa € 18 billion with more than 94,000 employees. Prior to reaching its decision, Corporate Express carefully listened to the views expressed by shareholders. In reaching a recommended offer, the Boards also expect there to be an orderly integration of Corporate Express - to the benefit of both employees and customers. Peter Ventress will become President of Staples International, to oversee Staples’ business outside of the United States and Canada and will play a key part in managing the integration of the two businesses going forward. He will report to Ron Sargent, Staples’ Chairman and CEO. In June 2008, the senior management teams of Corporate Express and Staples have discussed the business strategy of a potential combination as well as the consequences of integrating the two businesses. Staples’ management has recognized the achievements of Corporate Express over the years and highlighted the importance of retaining employees. In that regard, arrangements have been made on a number of key issues including: Maintenance of the European contract business headquarters in Amsterdam; The creation of an Integration Committee to oversee the integration process; which will consist of senior management from Corporate Express and Staples; Staples’ confirmation that they have no plans to make material reductions to the overall workforce; and Strong opportunities for Company’s employees within the combined group. Corporate Express has terminated the merger agreement with Lyreco. This merger was announced on May 21, 2008. While the Boards of Corporate Express believe that there was clear strategic and financial rationale for the merger, the Boards decided to withdraw their recommendation for the Lyreco transaction and to recommend the latest improved and fair offer from Staples. Frank Meysman, Chairman of the Supervisory Board of Corporate Express said: “Since Staples made its first proposal, the management of Corporate Express has worked hard to create value for shareholders and I believe that in line with their fiduciary duties, they have run a very orderly process to ensure this. Both Boards unanimously recommend the revised Staples offer, believing that it provides good value for shareholders, attractive career opportunities for employees and an enhanced service to our customers.” Commenting Peter Ventress, CEO of Corporate Express said: “Staples is a terrific company with a strong track record of consistent performance in our industry. Ron Sargent and his team share our values and our firm desire to create value for all our stakeholders and in particular our customers and our employees. I look forward very much to working with Ron and his team over the years to come, and am sure that this new combination will bring numerous benefits to all our employees and customers. We believe that this offer is a good one for our shareholders and we recommend it wholeheartedly. I look forward now to working in the coming period to ensure we continue delivering value for all our stakeholders. At this point, I would like also to note our continued respect and high opinion of the Lyreco management and employees.” Ron Sargent, Staples Chairman and CEO said: “We have tremendous respect for Corporate Express, and we know they share our passion for outstanding customer service. Bringing together these two great companies is a win for customers, employees and shareholders and I look forward to working with Peter Ventress and his team.” Prior to finalisation of the agreement with Corporate Express, Staples Acquisition BV purchased 2,085,403 Ordinary Shares, representing approximately 1.1 percent of Corporate Express’ outstanding ordinary share capital, for a price of € 9.25 per Ordinary Share in a transaction other than a regular on market transaction. Therefore, in accordance with Article 19 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft), if the Offer is declared unconditional, Staples Acquisition BV will be required to pay (i) € 9.25 per Ordinary Share validly tendered into the Offer (or defectively tendered, provided such defect is waived by Staples Acquisition BV) and (ii) € 9.25 per ADS validly tendered into the Offer (or defectively tendered, provided such defect is waived by Staples Acquisition BV). Stichting Preferente Aandelen Corporate Express has for the benefit of Staples Acquisition BV and subject to the Offer being declared unconditional (‘gestand wordt gedaan’), irrevocably and otherwise unconditionally renounced its call option under the agreement with Corporate Express. As detailed in the Offer Memorandum, the offer expires on June 27, 2008 at 17.30 CET unless extended. Staples and Corporate Express expect settlement of the Offer to take place in July 2008. The EGM scheduled for 18 June 2008 of which shareholders have been informed will still take place, but there will no longer be a vote on a proposed merger with Lyreco. This announcement relates to article 5 sub section 1 of the Dutch Public Offers Decree ("Besluit openbare biedingen Wft").
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