As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/16/08  Staples Inc                       CB/A                   3:89K  Corporate Express N.V.            Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: CB/A        Amendment to Rights/Exchange/Tender Offer           HTML     30K 
                          Notification/Response                                  
 2: EX-4        Instrument Defining the Rights of Security Holders  HTML     30K 
 3: EX-5        Opinion re: Legality                                HTML     15K 

Exhibit 4

 

		Media Contacts:	Paul Capelli/Owen Davis
			508-253-8530/8468
		Investor Contacts:	Laurel Lefebvre/Chris Powers
			508-253-4080/4632

 

Staples and Corporate Express Reach Agreement on Recommended All Cash
Offer of EUR 9.25 per Ordinary Share for Corporate Express

 

·                 The offer is unanimously recommended by the Supervisory Board and Executive Board of Corporate Express.

 

·                 The all cash offer of EUR 9.25 per ordinary share values Corporate Express at approximately EUR 3.1 billion.

 

·                 Corporate Express has terminated its merger agreement with Lyreco.

 

FRAMINGHAM, Mass., June 11, 2008 – Staples, Inc. (Nasdaq: SPLS) and its wholly owned subsidiary Staples Acquisition B.V. today announced that they have reached an agreement with Corporate Express N.V. under which Corporate Express unanimously recommends the all cash offer by Staples for Corporate Express (the “Offer”).  Staples’ Board of Directors and Corporate Express’ Supervisory Board and Executive Board have all unanimously approved the Offer.

 

Prior to the entering into this agreement, Staples Acquisition purchased Corporate Express ordinary shares (“Ordinary Shares”) in a transaction other than a regular on market transaction for a purchase price of EUR 9.25.  As a result of this purchase, upon settlement of the Offer, Staples Acquisition will be liable to pay for all Ordinary Shares that will be validly tendered under the Offer the amount of EUR 9.25 per Ordinary Share. The enterprise value of Corporate Express on the basis of this Offer is approximately EUR 3.1 billion.

 

“We have tremendous respect for Corporate Express, and we know they share our passion for outstanding customer service,” said Ron Sargent, Staples’ chairman and CEO.  “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.”

 

“Staples is a terrific company with a strong track record of consistent performance in our industry,” said Peter Ventress, Corporate Express’ CEO. “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.”

 

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“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,” Ventress added.

 

After settlement of the Offer, Peter Ventress will become President, Staples International, a new position that will oversee Staples’ business outside of the U.S. and Canada, and will report to Ron Sargent. He will play a key part in managing the integration of the two companies going forward.

 

Benefits to Corporate Express Stakeholders

 

The Offer presents a number of benefits to Corporate Express shareholders, as well as to its customers, employees, suppliers and other stakeholders:

 

·                  The Offer provides a significant premium to Corporate Express’ unaffected share price.

 

·                  Staples anticipates there will be attractive career opportunities for employees at the combined company.

 

·                  The combined company will better serve customers of both companies. Customers will benefit from expanded product and service offerings, improved distribution capabilities, shared best practices and an efficient cost structure.

 

Strategic Rationale for the Combination

 

The combination of Staples and Corporate Express is expected to create significant benefits for the combined company’s shareholders, customers, employees and other stakeholders, establishing a contract business for Staples in Europe and Canada, while fueling Staples’ North American Delivery business in the U.S., which is currently Staples’ fastest growing and most profitable business unit. The combination will also extend Staples’ geographic reach to Australia and New Zealand.

 

This acquisition establishes Staples as the world’s premier provider of office products to businesses of all sizes. The companies’ collective businesses, as of the end of each company’s 2007 fiscal year, had annual revenues of $27 billion with more than 94,000 associates serving customers in 28 countries.

 

Convertible Bonds, Preference Shares A and Senior Subordinated Notes 2014 and 2015

 

·                  The all cash offer for the two percent Subordinated Convertible Bonds due 2010 of EUR 1,332.15 per Bond remains unaltered.

 

·                  The all cash Offer for the Preference Shares A remains unaltered at EUR 3.15 per Preference Share A.

 

·                  The holders of approximately 98.67 percent of the aggregate principal amount of the outstanding 2014 Notes and approximately 99.33 percent of the aggregate principal amount of the outstanding 2015 Notes previously tendered their Notes to Staples Acquisition and have consented to the proposed amendments to the indentures governing the 2014 Notes and the 2015 Notes.

 

Corporate Governance

 

From the settlement date of the Offer, the Corporate Express Executive Board will consist of Peter Ventress and Floris Waller. At the first shareholders’ meeting after settlement, certain additional persons

 

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designated by Staples or Staples Acquisition will be nominated for appointment to the Executive Board and certain additional persons designated by Staples or Staples Acquisition will be nominated to the Supervisory Board.

 

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Termination of Proposed Lyreco Merger

 

Corporate Express has terminated its merger agreement with Lyreco.

 

Offer Memorandum Conditions

 

The offer conditions set out in section 6.5 of the Offer Memorandum of May 19, 2008, as modified by the news release by Staples and Staples Acquisition on June 3, 2008, remain unchanged.

 

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

 

Expected Timing

 

As detailed in the Offer Memorandum, the acceptance period of the Offer ends 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.

 

Transaction in Ordinary Shares

 

Prior to entering into the agreement with Corporate Express, Staples Acquisition purchased 2,085,403 Ordinary Shares, representing 1.1 percent of Corporate Express’ outstanding ordinary share capital based on ordinary shares outstanding as of March 31, 2008, for a price of EUR 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 will be required to pay (i) EUR 9.25 per Ordinary Share validly tendered into the Offer (or defectively tendered, provided such defect is waived by Staples Acquisition) and (ii) EUR 9.25 per ADS validly tendered into the Offer (or defectively tendered, provided such defect is waived by Staples Acquisition).

 

Irrevocable Undertakings by Members of the Executive Board and Supervisory Board

 

As of the date hereof, Peter Ventress holds 44,887 Ordinary Shares, Floris Waller holds 4,359 Ordinary Shares and Rob van der Bergh holds 2,081 Ordinary Shares.  These persons have irrevocably undertaken to tender their Ordinary Shares under the same terms and conditions of the Offer, as described in the Offer Memorandum. As of the date hereof, no shares in Corporate Express are held by any of the other members of the Supervisory Board.

 

Following the additional Ordinary Share purchases and the entering into of the irrevocable undertakings by members of the Executive Board and Supervisory Board, the total number of Ordinary Shares currently owned by Staples Acquisition is 24,541,668 representing 13.4 percent of Corporate Express’ outstanding ordinary share capital based on ordinary shares outstanding as of March 31, 2008, and the number of Ordinary Shares currently subject to irrevocable undertakings is 42,701,904 representing 23.3 percent of Corporate Express’ outstanding ordinary share capital based on ordinary shares outstanding as of March 31, 2008.

 

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