Staples Makes Hostile Takeover Bid for Corporate Express

Staples Makes Hostile Takeover Bid for Corporate Express
May 20, 2008

Framingham, Mass.-based Staples Inc. and its wholly owned subsidiary Staples Acquisition B.V. announced the launch of a public offer for Corporate Express N.V., following the receipt of approval of the Offer Memorandum from the Netherlands Authority for the Financial Markets. The enterprise value, including net debt, for the transaction is approximately $4.3 billion. The hostile takeover bid represents a premium of about 90 percent to the closing price per ordinary share on Feb. 4, 2008--the day before rumors of a potential offer for Corporate Express circulated in the market. "We are making this offer directly to the shareholders following Corporate Express' unwillingness to allow us to perform due diligence and negotiate a transaction," said Ron Sargent, chairman and CEO of Staples. "We firmly believe that our offer delivers superior value to Corporate Express’ shareholders, and does so without the risks found in Corporate Express' long-term business plan." The offer for Corporate Express is subject to the terms and conditions as set out in the Offer Memorandum, including but not limited to a minimum acceptance condition of 75 percent of the ordinary share capital. The acceptance period for the tendering of shares and convertible bonds begins today and ends, subject to extension, on June 27. Staples obtained antitrust clearance in the United States and expects that antitrust clearance in Canada and the European Union will follow in the coming weeks.