Corporate Express Australia’s Board1
Unanimously Recommends the Offer
FRAMINGHAM, Mass.--(BUSINESS WIRE)--Staples, Inc. (“Staples”) today announced an offer (the “Offer”) for all of the shares it does not already own in Corporate Express Australia Limited (“Corporate Express Australia” or the “Company”). Staples is the majority shareholder of Corporate Express Australia, holding 58.6% of the Company’s issued share capital.
“The Offer provides the minority shareholders of Corporate Express Australia with a compelling opportunity to realize a significant premium to the current share price,” said Ron Sargent, Staples chairman and CEO. “This allows us to more effectively address the Australian market and create greater value for our customers and associates.”
Staples is offering shareholders cash consideration of A$5.60 a share (the “Offer Price”). Shareholders will receive the dividend of A$0.125 a share announced on 2 March 2010 and expected to be paid on 14 April 2010, with no reduction in the Offer Price. This gives a total value of A$5.725 a share. Corporate Express Australia is proposing to pay a special dividend of up to A$0.78 a share, subject to a ruling by the Australian Tax Office. The special dividend will be declared and become payable upon the Offer being declared unconditional. The Offer Price will be reduced by the amount of this special dividend.
Corporate Express Australia’s Board1 and Staples have signed an Implementation Agreement pursuant to which Corporate Express Australia’s Board has unanimously recommended the Offer subject to no superior proposal emerging and confirmation from an independent expert that the Offer is fair and reasonable to non-Staples shareholders.
Overview of the Offer
|-- a 25.1% premium to the closing share price on 16 March 2010 of A$4.60;|
|-- a 40.2% premium to the 3-month volume weighted average share price of A$4.12;|
|-- a 52.0% premium to the 12-month volume weighted average share price of A$3.81;|
|-- 10.3x reported FY2009 EBITDA of $108.2 million; and|
|-- 9.6x I/B/E/S Consensus estimates for FY2010 EBITDA of $116.5 million.|
The Offer is subject to the following conditions:
Staples expects to lodge its bidder’s statement with the Australian Securities and Investments Commission (“ASIC”) shortly. The bidder’s statement will set out additional detailed information in relation to the Offer, and will be sent to Corporate Express Australia shareholders approximately two weeks after it is lodged with ASIC.
Staples has appointed Barclays Capital as exclusive financial advisor and Corrs Chambers Westgarth as legal advisor for this transaction.
1 Excluding Staples representatives. The Board has established protocols and procedures in order to manage potential conflicts of interest.
2 The premia are calculated after adjusting for the A$0.125 a share dividend expected to be paid on 14 April 2010.
Notes to Editors:
Staples, the world's largest office products company, is committed to making it easy for customers to buy a wide range of office products and services. Our broad selection of office supplies, electronics, technology and office furniture as well as business services, including computer repair and copying and printing, helps our customers run their offices efficiently. With 2009 sales of US$24 billion and 91,000 associates worldwide, Staples operates in 25 countries throughout North and South America, Europe, Asia and Australia serving businesses of all sizes and consumers. Staples invented the office superstore concept in 1986 and today ranks second worldwide in e-commerce sales. The company is headquartered outside Boston. More information about Staples is available at www.staples.com/media.
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