-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BjiLKXYmJ52unx1WZCrRrF4yUECaGnR0o5iXfDSJMJCYgntZBjWyW/AqzV+a+6MY LuYFxZLHVeJQon0XZHiBPA== 0001104659-08-045359.txt : 20080714 0001104659-08-045359.hdr.sgml : 20080714 20080711183307 ACCESSION NUMBER: 0001104659-08-045359 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080714 DATE AS OF CHANGE: 20080711 GROUP MEMBERS: STAPLES ACQUISITION B.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORPORATE EXPRESS N.V. CENTRAL INDEX KEY: 0000948634 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79095 FILM NUMBER: 08949732 BUSINESS ADDRESS: STREET 1: HOOGOORDDREEF 62 STREET 2: 1101 BE AMSTERDAM ZO CITY: THE NETHERLANDS STATE: P7 ZIP: 00000 BUSINESS PHONE: 01131206511111 MAIL ADDRESS: STREET 1: HOOGOORDDREEF 62 STREET 2: 1101 BE AMSTERDAM ZO CITY: THE NETHERLANDS STATE: P7 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: BUHRMANN NV DATE OF NAME CHANGE: 19980814 FORMER COMPANY: FORMER CONFORMED NAME: BUHRMAN NV DATE OF NAME CHANGE: 19980814 FORMER COMPANY: FORMER CONFORMED NAME: NV KONINKLIJKE KNP BT DATE OF NAME CHANGE: 19950727 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STAPLES INC CENTRAL INDEX KEY: 0000791519 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 042896127 STATE OF INCORPORATION: DE FISCAL YEAR END: 0227 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 STAPLES DRIVE STREET 2: P O BOX 9328 CITY: FRAMINGHAM STATE: MA ZIP: 01702 BUSINESS PHONE: 5082535000 MAIL ADDRESS: STREET 1: 500 STAPLES DR CITY: FRAMINGHAM STATE: MA ZIP: 01702 SC 13D/A 1 a08-18333_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A*

[Rule 13d-101]

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE § 240.13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

Corporate Express N.V.

(Name of Issuer)

 

Ordinary Shares

(Title of Class of Securities)

 

Not Applicable

(CUSIP Number)

 

Kristin A. Campbell

Senior Vice President, General Counsel and Secretary

Staples, Inc.

500 Staples Drive

Framingham, MA 01702

(508) 253-1690

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

July 9, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.   

 

 

1.

Names of Reporting Persons
Staples Acquisition B.V.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC, BK

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
The Netherlands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
178,570,405*

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
178,570,405*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
178,570,405*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11)
95.3%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


* This amount includes 1,533,186 American Depositary Shares, each representing one Ordinary Share, that are beneficially owned by Staples Acquisition B.V.  This amount does not include 53,144,811 preference shares A, with a nominal value of EUR 1.20 each, that are beneficially owned by Staples Acquisition B.V. 

 

2



 

CUSIP No.   

 

 

1.

Names of Reporting Persons
Staples, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC, BK

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
178,570,405
*

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
178,570,405*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
178,570,405*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11)
95.3%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


*  This amount includes 1,533,186 American Depositary Shares, each representing one Ordinary Share, that are beneficially owned by Staples, Inc.  This amount does not include 53,144,811 preference shares A, with a nominal value of EUR 1.20 each, that are beneficially owned by Staples, Inc.

 

3



 

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on June 16, 2008, as amended on June 17 and 30, 2008 (the “Schedule 13D”), relating to the beneficial ownership by Staples, Inc. (“Staples”) and Staples Acquisition B.V. (“Staples Acquisition”) of the Ordinary Shares, nominal value of EUR 1.20 per share (the “Shares”) of Corporate Express N.V., a public limited liability company incorporated under the laws of The Netherlands (the “Issuer”), having its statutory seat in Maastricht and its registered office at Hoogoorddreef 62, 1101 BE Amsterdam Zuidoost, The Netherlands. 

The following amendments to the Schedule 13D are hereby made by this Amendment No. 3.  Capitalized terms used and not defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D.  Unless specifically amended in this Amendment No. 3, the disclosures set forth in the Schedule 13D shall remain unchanged.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is hereby restated in its entirety as follows:

 

Staples Acquisition used an aggregate of EUR 1,651,776,246 to purchase the Shares.  The source of the funds for the purchases was the working capital of Staples and amounts borrowed pursuant to (1) a Credit Agreement, dated as of April 1, 2008, as amended, by and among Staples, the lenders named therein (the “Lenders”), Lehman Commercial Paper Inc., as administrative agent (the “Administrative Agent”), Bank of America, N.A. and HSBC Bank USA, National Association, as co-syndication agents, and Lehman Brothers Inc., as lead arranger and bookrunner (the “Credit Agreement”), (2) a commercial paper program (the “Commercial Paper Program”) that Staples entered into on June 9, 2008 under which Staples may issue unsecured commercial paper notes (the “Notes”) on a private placement basis up to a maximum aggregate amount outstanding at any time of $3.0 billion and (3) a Credit Agreement, dated as of July 1, 2008, by and among Staples, the lenders named therein (the “New Credit Lenders”), Lehman Commercial Paper Inc., as administrative agent (the “New Credit Administrative Agent”), Bank of America, N.A. and HSBC Bank USA, National Association, as co-syndication agents, and Lehman Brothers Inc, Banc of America Securities LLC and HSBC Securities (USA) Inc., as joint lead arrangers and joint bookrunners (the “New Credit Agreement”).

 

Item 4.

Purpose of Transaction

Item 4 is hereby amended and supplemented by replacing the fourth paragraph thereof with the following:

 

On July 2, 2008, Staples Acquisition declared the Offer unconditional.  On July 9, 2008, Staples Acquisition settled the Offer by making payment of the Offer Price of (i) EUR 9.25 in cash per Share, (ii) EUR 9.25 in cash per ADS, (iii) EUR 3.60 in cash per Preference Share and (iv) EUR 1,346.71 in cash per 2% convertible bond due 2010 (the “Bonds”), subject in each case to the securities being validly tendered (or defectively tendered, provided that such defect was waived by Staples Acquisition) and validly delivered to the Dutch Settlement Agent, ING Bank N.V. As soon as possible after July 16, 2008, Staples Acquisition intends to start legal proceedings to acquire 100% of the issued and outstanding share capital of the Issuer. In addition, the Issuer expects to redeem any Bonds that remain outstanding after July 16, 2008.

 

As soon as legally possible, Staples Acquisition and the Issuer intend to terminate the listing of the Shares and Preference Shares on Euronext Amsterdam (“Euronext”) and the ADSs on the New York Stock Exchange (“NYSE”).  Accordingly, a Form 25 with respect to the delisting of the ADSs was filed with the SEC on July 9, 2008.  It is anticipated that the delisting of the ADSs on the NYSE will take place on July 21, 2008 and the delisting of the Shares and Preference 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 July 18, 2008

 

4



 

and the last day of trading of the Shares and Preference Shares on Euronext will be August 6, 2008.

 

The Issuer intends to file a Form 15F with the SEC on July 21, 2008 to deregister its Shares and ADSs and terminate its reporting obligations under the Exchange Act.  The Issuer’s reporting obligations under the Exchange Act will be suspended immediately upon the filing of the Form 15F and the definitive deregistration of the 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 Shares and the Preference Shares from Euronext, the delisting of the ADSs from the NYSE and the suspension of its Exchange Act reporting obligations, the Issuer has decided not to publish its financial results for the first half year of 2008 on August 6, 2008.

Item 5.

Interest in Securities of the Issuer

 

Item 5 is hereby restated in its entirety as follows:

(a)-(b)     The number of Shares that may be deemed beneficially owned by Staples Acquisition for purposes of Section 13(d) of the Exchange Act is 178,570,405*, which represents 95.3% of the outstanding Shares.  Staples and Staples Acquisition have sole power to control the vote of 178,570,405* Shares and sole power to dispose of 178,570,405* Shares.

(c)        See Item 6.

(d)        Not applicable.

(e)        Not Applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented by adding the following at the end thereof:

 

Credit Agreement

 

On April 1, 2008, Staples entered into the Credit Agreement, which provides for borrowing of a maximum principal amount of up to $3.0 billion during the commitment period, which begins on the earlier of (i) the date of initial funding under the Credit Agreement (which date shall be no later than February 17, 2009) or (ii) the initial date Staples issues commercial paper in anticipation of its purchase of outstanding shares of the Issuer, and continues until the date 364 days after the initial funding under the Credit Agreement, unless earlier terminated pursuant to the terms of the Credit Agreement.  The credit facility may only be used by Staples to finance the proposed acquisition of the Issuer, including related transaction fees, costs and expenses, and for backup for any potential commercial paper program.

 


*  This amount includes 1,533,186 ADSs that are beneficially owned by Staples and Staples Acquisition.  This amount does not include 53,144,811 Preference Shares that are beneficially owned by Staples and Staples Acquisition. 

 

5



 

Amounts borrowed under the Credit Agreement may be borrowed, repaid and reborrowed from time to time during the commitment period, with the aggregate principal amount of the loans outstanding not to exceed the maximum borrowing amount. Outstanding loans under the Credit Agreement may be prepaid without penalty or premium, except that any full or partial repayment of loans bearing interest under the Eurocurrency rate may only be made on the last day of the relevant interest period or Staples must pay the cost and expense incurred by the Lenders as a result of the timing of the repayment. The maximum borrowing amount may be reduced from time to time according to the terms of the Credit Agreement and no reduction to the maximum borrowing amount may be reinstated.

 

Borrowings made pursuant to the Credit Agreement will bear interest, payable quarterly or, if earlier, at the end of any interest period, at either (a) the base rate (the higher of the prime rate, as defined in the Credit Agreement, or the federal funds rate plus 0.50%) plus an “applicable margin,” defined as a percentage spread based on Staples’ credit rating or (b) the Eurocurrency rate (a publicly published rate) plus a different “applicable margin,” also defined as a percentage spread based on Staples’ credit rating.  The applicable margin for each base rate loan and Eurocurrency rate loan increases periodically, as set forth in the Credit Agreement. The payments under the Credit Agreement are guaranteed by the same subsidiaries of Staples that guarantee Staples’ publicly issued notes and its existing revolving credit facility.

 

Under the Credit Agreement, Staples agrees to pay a commitment fee, payable quarterly, at rates that range from 0.080% to 0.175% based on Staples’ credit rating.

 

The Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type which are consistent with those contained in Staples’ $750 million revolving credit agreement, including limitations on Staples and its subsidiaries with respect to indebtedness, liens, investments, distributions, mergers and acquisitions, disposition of assets, sale-leaseback transactions, subordinated debt, and transactions with affiliates.  The Credit Agreement also contains financial covenants that require Staples to maintain a minimum fixed charge coverage ratio of 1.5:1.0 and a maximum adjusted funded debt to total capitalization ratio of 0.75:1.0.

 

The Credit Agreement provides for customary events of default with corresponding grace periods, including failure to pay any principal or interest when due, failure to comply with certain covenants, any material representation or warranty made by Staples proving to be false in any material respect, defaults relating to other indebtedness of at least $50,000,000 in the aggregate or related to a failure to make required payments under certain benefit plans, certain insolvency or receivership events affecting Staples or its subsidiaries or a change in control of Staples (as defined in the Credit Agreement).  The Credit Agreement provides additional grace periods for events connected to the proposed acquisition of the Issuer.

 

In the event of a default by Staples, the Administrative Agent may, and at the request of the requisite number of Lenders will, declare all obligations under the Credit Agreement immediately due and payable, terminate the Lenders’ commitments to make loans under the Credit Agreement, and enforce any and all rights of the Lenders or Administrative Agent

 

6



 

under the Credit Agreement and related documents. For certain events of default related to insolvency and receivership, the commitments of Lenders will be automatically terminated and all outstanding obligations of Staples will become immediately due and payable.

 

Certain of the Lenders party to the Credit Agreement, and their respective affiliates, have performed, and may in the future perform for Staples and its subsidiaries, various commercial banking, investment banking, underwriting and other financial advisory services, for which they have received, and will receive, customary fees and expenses.

 

The foregoing description of the Credit Agreement and related matters is qualified in its entirety by reference to the Credit Agreement, which was filed as an exhibit to Staples’ April 1, 2008 Form 8-K and is incorporated herein by reference.

 

Amendment to Credit Agreement

 

On July 1, 2008, Staples entered into the first amendment (the “Amendment”) to the Credit Agreement.  The Amendment updates the Credit Agreement to provide that certain events and maintaining certain obligations of the Issuer after Staples’ acquisition of the Issuer will not reduce the maximum commitment available under the Credit Agreement.

 

The foregoing description of the Amendment and related matters is qualified in its entirety by the Amendment, which was filed as an exhibit to Staples’ July 2, 2008 Form 8-K and is incorporated herein by reference.

 

Commercial Paper Program

 

Under the Commercial Paper Program, Staples may issue Notes from time to time, and the proceeds of the Notes will be used for general corporate purposes, including working capital, capital expenditures, acquisitions and share repurchases.  Amounts available under the Commercial Paper Program may be borrowed, repaid and reborrowed from time to time, with the aggregate principal amount outstanding under the Commercial Paper Program not to exceed the maximum aggregate amount of $3.0 billion.

 

Lehman Brothers Inc. and Banc of America Securities LLC will act as dealers under the Commercial Paper Program (each, a “Dealer”) pursuant to the terms and conditions of their respective Commercial Paper Dealer Agreements with Staples, dated as of June 9, 2008 (respectively, the “Lehman Dealer Agreement” and the “Banc of America Dealer Agreement”).  LaSalle Bank will act as issuing and paying agent under the Commercial Paper Program.

 

7



 

The Commercial Paper Program provides the terms under which the Dealers will either purchase from Staples or arrange for the sale by Staples of Notes pursuant to an exemption from federal and state securities laws.  The Commercial Paper Program contains customary representations, warranties, covenants and indemnification provisions.

 

The maturities of the Notes will vary, but may not exceed 397 days from the date of issue.  The Notes will bear such interest rates, if interest bearing, or will be sold at such discount from their face amounts, as shall be agreed upon from time to time by the Dealers and Staples.

 

The Commercial Paper Program contains certain events of default including, among other things, non-payment of principal or interest and bankruptcy and insolvency events.

 

Copies of the Lehman Dealer Agreement and the Banc of America Dealer Agreement were filed as exhibits to Staples’ June 13, 2008 Form 8-K, and each is incorporated by reference as though it were fully set forth herein.  The description above is a summary of the Commercial Paper Program and is qualified in its entirety by the complete text of the Commercial Paper Program itself, including the Dealer Agreements.

 

New Credit Facility

 

The New Credit Agreement provides for borrowing of a maximum principal amount of up to $400,000,000 to be drawn on or before the closing date, which will not be later than July 11, 2008. The new credit facility may be used by Staples for working capital of Staples and its subsidiaries and in connection with the acquisition of the Issuer, including the repayment of the Issuer’s indebtedness, and closing of the credit facility is contingent on certain customary closing conditions.

 

Amounts borrowed under the New Credit Agreement once borrowed may not be reborrowed. Outstanding loans under the New Credit Agreement may be prepaid without penalty or premium prior to the maturity date, November 28, 2008, except that any full or partial repayment of loans bearing interest under the Eurocurrency rate may only be made on the last day of the relevant interest period or Staples must pay the cost and expense incurred by the New Credit Lenders as a result of the timing of the repayment.  Borrowings made pursuant to the New Credit Agreement will bear interest, payable quarterly or, if earlier, at the end of any interest period, at either (a) the base rate (the higher of the prime rate, as defined in the New Credit Agreement, or the federal funds rate plus 0.50%) plus an “applicable margin”, defined as a percentage spread based on Staples’ credit rating or (b) the Eurocurrency rate (a publicly published rate) plus an applicable margin.  The payments under the New Credit Agreement are guaranteed by the same subsidiaries of Staples that guarantee Staples’ publicly issued notes, its existing revolving credit facility and the Credit Agreement.

 

The New Credit Agreement contains customary affirmative and negative covenants which are substantially the same as those in the Credit Agreement and provides for customary events of default with corresponding grace periods, which also follow those in the Credit Agreement.

 

In the event of a default by Staples, the New Credit Administrative Agent may, and at the request of the requisite number of New Credit Lenders will, declare all obligations under the New Credit

 

8



 

Agreement immediately due and payable, terminate the New Credit Lenders’ commitments to make loans under the New Credit Agreement, and enforce any and all rights of the New Credit Lenders or New Credit Administrative Agent under the New Credit Agreement and related documents. For certain events of default related to insolvency and receivership, the commitments of New Credit Lenders will be automatically terminated and all outstanding obligations of Staples will become immediately due and payable.

 

Under the New Credit Agreement, Staples agrees to pay a duration fee equal to 0.25% of the principal amount of each New Credit Lender’s loans outstanding on the date 90 days after the closing date.

 

Certain of the New Credit Lenders party to the New Credit Agreement, and their respective affiliates, have performed, and may in the future perform for Staples and its subsidiaries, various commercial banking, investment banking, underwriting and other financial advisory services, for which they have received, and will receive, customary fees and expenses.

 

The foregoing description of the New Credit Agreement and related matters is qualified in its entirety by reference to the New Credit Agreement, which was filed as an exhibit to Staples’ July 2, 2008 Form 8-K and is incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits

Item 7 is hereby amended and supplemented by adding the following at the end thereof:

 

Exhibit 99.5

Press release, dated July 9, 2008, “Staples Settles Its Offer for All Outstanding Securities of Corporate Express and Announces Delisting of Corporate Express Ordinary Shares and ADSs”

Exhibit 99.6*

Credit Agreement

Exhibit 99.7**

Amendment

Exhibit 99.8***

Lehman Dealer Agreement

Exhibit 99.9****

Banc of America Dealer Agreement

Exhibit 99.10*****

New Credit Agreement

 


*  An exhibit previously filed with the SEC as Exhibit 10.1 to Staples’ April 1, 2008 Form 8-K, and incorporated herein by reference.

** An exhibit previously filed with the SEC as Exhibit 10.1 to Staples’ July 2, 2008 Form 8-K, and incorporated herein by reference.

*** An exhibit previously filed with the SEC as Exhibit 10.1 to Staples’ June 13, 2008 Form 8-K, and incorporated herein by reference.

**** An exhibit previously filed with the SEC as Exhibit 10.2 to Staples’ June 13, 2008 Form 8-K, and incorporated herein by reference.

***** An exhibit previously filed with the SEC 10.2 to Staples’ July 2, 2008 Form 8-K, and incorporated herein by reference.

 

9



 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 is true, complete and correct.

 

 

Dated:

 

July 11, 2008

 

 

 

 

 

STAPLES ACQUISITION B.V.

 

 

 

 

 

 

 

By:

/s/ Christine T. Komola

 

 

 

 

 

Name:

Christine T. Komola

 

 

 

 

 

 

Title:

Director

 

 

 

 

 

 

 

 

 

STAPLES, INC.

 

 

 

 

 

 

 

 

 

By:

/s/ Kristin A. Campbell

 

 

 

 

 

 

Name:

Kristin A. Campbell

 

 

 

 

 

 

Title:

Senior Vice President, General

 

 

 

Counsel and Secretary

 

10


EX-99.6 2 a08-18333_1ex99d6.htm EX-99.6

Exhibit 99.5

 

 

Staples

 

 

Media Contacts:

Paul Capelli/Owen Davis

 

 

+1-508-253-8530/8468

 

Investor Contacts:

Laurel Lefebvre/Chris Powers

 

 

+1-508-253-4080/4632

 

Corporate Express

 

 

Media Contact:

Anneloes Geldermans

 

 

+31-20-651 10 34

 

Investor Contact:

Carl Hoyer

 

 

+31-20-651 10 42

 

Staples Settles Its Offer for All Outstanding Securities of

Corporate Express and Announces Delisting of Corporate Express

Ordinary Shares and ADSs

 

FRAMINGHAM, Mass., July 9, 2008 – 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.

 

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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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