09.07.2008 15:00:00
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Staples Settles Its Offer for All Outstanding Securities of Corporate Express and Announces Delisting of Corporate Express Ordinary Shares and ADSs
Staples, Inc. (Nasdaq: SPLS) and its wholly owned subsidiary Staples
Acquisition B.V. ("Staples Acquisition”)
and Corporate Express N.V. ("Corporate Express”)
jointly announce that Staples Acquisition has settled its offer ("Offer”)
for all the issued and outstanding ordinary shares ("Ordinary
Shares”), American depositary shares ("ADSs”)
and depositary receipts for preference A shares ("Preference
A Shares”) that were validly tendered in the
Offer (or otherwise defectively tendered provided that such defect has
been waived by Staples Acquisition) in the share capital of Corporate
Express and the two percent subordinated convertible bonds due 2010 ("Bonds”).
Corporate Express shareholders and bondholders who have not yet accepted
the Offer may still tender their shares and Bonds until July 16, 2008,
17:30 CET, as earlier announced on July 2, 2008. As soon as possible
after July 16, 2008, Staples Acquisition intends to start legal
proceedings to acquire 100 percent of the issued and outstanding share
capital of Corporate Express. In addition, Corporate Express expects to
redeem any Bonds that remain outstanding after July 16, 2008.
Bondholders whose Bonds are redeemed after July 16, 2008 will receive
the principal amount of EUR 1,000 per Bond plus any and all accrued
interest which will be less than the price per Bond of EUR 1,346.71
which will be paid to bondholders who tender their Bonds prior to July
16, 2008 as part of the Offer.
Delisting, Deregistration and Termination of Reporting Obligations
As soon as legally possible, Staples Acquisition and Corporate Express
intend to terminate the listing of the Ordinary Shares and Preference A
Shares on Euronext Amsterdam ("Euronext”)
and ADSs on the New York Stock Exchange ("NYSE”).
Accordingly, a Form 25 with respect to the delisting of the ADSs will be
filed with the United States Securities and Exchange Commission ("SEC”)
on or about July 9, 2008. It is anticipated that the delisting of the
ADSs on the NYSE will take place on or about July 21, 2008 and the
delisting of the Ordinary Shares and Preference A Shares on Euronext
will take place on August 7, 2008. Therefore, it is expected that the
last day of trading of ADSs on the NYSE will be on or about July 18,
2008 and the last day of trading of the Ordinary Shares and Preference A
Shares on Euronext will be on August 6, 2008.
Corporate Express intends to file a Form 15F with the SEC on or about
July 21, 2008 to deregister its Ordinary Shares and ADSs and terminate
its reporting obligations under the United States Securities Exchange
Act of 1934, as amended (the "Exchange Act”).
Corporate Express’ reporting obligations
under the Exchange Act will be suspended immediately upon the filing of
the Form 15F and the definitive deregistration of the Ordinary Shares
and ADSs under the Exchange Act will become effective on or about
October 20, 2008, after the applicable 90 day waiting period. In light
of the delisting of the Ordinary Shares and the Preference A Shares from
Euronext, the delisting of the ADSs from the NYSE and the suspension of
its Exchange Act reporting obligations, Corporate Express has decided
not to publish its financial results for the first half year of 2008 on
August 6, 2008.
Restrictions
The Offer is not being made, and the shares will not be accepted for
purchase from or on behalf of any holders of shares, in any jurisdiction
in which the making or acceptance thereof would not be in compliance
with the securities or other laws or regulations of such jurisdiction or
would require any registration, approval or filing with any regulatory
authority not expressly contemplated by the terms of the offer
memorandum relating to the Offer ("Offer
Memorandum”). However, acceptances of the
Offer by holders of shares not residing in The Netherlands will be
accepted by Staples Acquisition if such acceptances comply with the
acceptance procedure set out in the Offer Memorandum. Persons obtaining
the Offer Memorandum are required to take due note and observe all such
restrictions and obtain any necessary authorisations, approvals or
consents. Neither Staples Acquisition, nor Corporate Express, nor any of
their respective affiliates or any of their respective directors,
employees or advisers accept any liability for any violation by any
person of any such restriction. Any person (including, without
limitation, custodians, nominees and trustees) who would or otherwise
intends to forward the Offer Memorandum or any related document to any
jurisdiction outside The Netherlands should carefully read Part I,
Section 1, of the Offer Memorandum (Restrictions and Important
Information) before taking any action. The distribution of the Offer
Memorandum in jurisdictions other than The Netherlands may be restricted
by law and therefore persons into whose possession the Offer Memorandum
comes should inform themselves about and observe such restrictions. Any
failure to comply with any such restrictions may constitute a violation
of the law of any such jurisdiction.
About Staples
Staples, Inc. invented the office superstore concept in 1986 and today
is the world’s largest office products
company. With 76,000 talented associates, the company is committed to
making it easy to buy a wide range of office products, including
supplies, technology, furniture, and business services. With 2007 sales
of USD 19.4 billion, Staples serves consumers and businesses ranging
from home-based businesses to Fortune 500 companies in 22 countries
throughout North and South America, Europe and Asia. Headquartered
outside of Boston, Staples operates more than 2,000 office superstores
and also serves its customers through mail order catalog, e-commerce and
contract businesses. More information is available at www.staples.com.
About Corporate Express
Corporate Express is one of the world's leading suppliers of office
products to businesses and institutions. The Company has a widespread
global proprietary distribution network spanning North America, Europe
and Australia, with approximately 18,000 employees working from more
than 350 locations in 21 countries.
This announcement shall not constitute a public offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale in securities. Except as expressly stated in this press release,
the Offer is made through and is subject to the terms and conditions as
set out in the Offer Memorandum, subject to the amendments in the press
announcements of June 3, 11 and 25, and July 2, 2008. Not for release,
publication or distribution, in whole or in part, in or into Canada or
Japan.
Certain information contained in this news release may constitute
forward-looking statements for purposes of the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995, including but not
limited to the statements as to Staples’
intentions with respect to the Offer to acquire Corporate Express.
Actual future events may differ materially from those indicated by such
forward-looking statements as a result of risks and uncertainties,
including but not limited to those factors discussed or referenced in
our most recent annual report on Form 10-K filed with the SEC, under the
heading "Risk Factors”
and elsewhere, and any subsequent periodic reports filed by us with the
SEC. In addition, any forward-looking statements represent our estimates
only as of today and should not be relied upon as representing our
estimates as of any subsequent date. While we may elect to update
forward-looking statements at some point in the future, we specifically
disclaim any obligation to do so, even if our estimates change.
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