27.06.2008 21:01:00
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Staples Extends Tender Offer for Corporate Express U.S. Finance Inc.'s Senior Subordinated Notes Due 2014 and 2015
Staples, Inc. (Nasdaq: SPLS) and its wholly owned subsidiary, Staples
Acquisition B.V., today announced the extension of the previously
announced cash tender offer (the "Offer”)
for all of the outstanding 8.25 percent senior subordinated notes
due July 1, 2014 (the "2014 Notes”)
and 7.875 percent senior subordinated notes due March 1, 2015 (the "2015
Notes” and together with the 2014 Notes, the "Notes”)
of Corporate Express U.S. Finance Inc. (formerly known as Buhrmann U.S.
Inc.), as described in the Offer to Purchase and Consent Solicitation
Statement dated May 22, 2008 (the "Offer to
Purchase”). The Offer, which was scheduled to
expire at 11:59 p.m. EDT on June 27, 2008, has been extended until 11:59
p.m. EDT on July 15, 2008, unless further extended.
As of midnight on June 26, 2008, Staples Acquisition B.V. had received
tenders and related consents with respect to approximately 98.67 percent
of the aggregate principal amount of the 2014 Notes and 99.73 percent of
the aggregate principal amount of the 2015 Notes. In accordance with the
terms of the Offer to Purchase, and as previously announced, tenders of
Notes and related consents to the proposed amendments to the indentures
governing the Notes became irrevocable as of 5:00 p.m. EDT on June 5,
2008, and Notes tendered and consents delivered after that date are also
irrevocable. In accordance with the terms of the Offer, the new price
determination date for the Notes will be 2:00 p.m. EDT on June 30, 2008,
and the consideration to be paid to holders of Notes will be
redetermined as of such date and announced by press release on June 30,
2008.
The Offer is being conducted in connection with Staples Acquisition B.V.’s
previously announced equity tender offer to purchase all of the
outstanding ordinary shares and American depositary shares of Corporate
Express N.V., the parent of Corporate Express U.S. Finance Inc. The
previously announced tender offer also includes an all cash offer for
Corporate Express N.V. depositary receipts of preference shares A and
two percent subordinated convertible bonds due 2010. The obligation of
Staples Acquisition B.V. to accept for purchase and pay for Notes
validly tendered and not withdrawn according to the terms of the Offer
to Purchase is subject to the satisfaction of certain conditions that
are described in the Offer to Purchase, including satisfaction of the
conditions to the equity tender offer.
Lehman Brothers Inc. is acting as dealer manager for the tender offer
and as solicitation agent for the consent solicitation. Questions about
the tender offer or the consent solicitation may be directed to Lehman
Brothers Inc. at 1-800-438-3242 (toll free) or 1-212-528-7581 (collect).
Requests for copies of the related documents may be directed to
Georgeson, which has been appointed as the information agent for the
tender offer and consent solicitation, at 1-866-201-4446 (toll free).
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.
Certain information contained in this news release may constitute
forward-looking statements for the 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 the fact that the offer made by Staples or
any other acquisition of Corporate Express will be consummated and those
other factors discussed or referenced in our most recent annual reports
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.
Important Legal Information
This press release is provided for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell any
securities of Corporate Express U.S. Finance Inc. Any offers to purchase
or solicitation of offers to sell Corporate Express U.S. Finance Inc.
notes will be made only pursuant to the Offer to Purchase. Corporate
Express U.S. Finance Inc. noteholders are advised to read the Offer to
Purchase, the related Consent and Letter of Transmittal and any other
documents relating to the tender offer and consent solicitation in their
entirety because they contain important information. Corporate Express
U.S. Finance Inc. noteholders may obtain copies of these documents for
free by calling Georgeson, the information agent for the offer, at
1-866-201-4446 (toll free).
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