Staples Increases Its Offer for Corporate Express to EUR 9.15 per Share and Secures Commitments from Shareholders to Tender Their Shares

Business Wire,  June 3, 2008  

Tags: shareholder, Staples Inc.

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* Staples' Offer is contingent upon Corporate Express' shareholders rejecting the Lyreco transaction

* Shareholders owning approximately 23.3 percent of Corporate Express ordinary shares irrevocably commit to tender their shares, and have also entered into certain agreements to vote against the proposed Lyreco transaction

* Minimum acceptance condition lowered to 51 percent of the voting rights attached to the fully diluted share capital

* U.S. and Canada antitrust clearance obtained

* Staples urges all Corporate Express shareholders to vote against the Lyreco transaction and tender their shares to Staples

FRAMINGHAM, Mass. -- Staples, Inc. (Nasdaq: SPLS) and its wholly owned subsidiary Staples Acquisition B.V. today announced the increase of the all cash offer price per ordinary share to EUR 9.15 under the offer made by Staples Acquisition B.V. on 19 May 2008 for certain securities issued by Corporate Express N.V. (the "Offer"), as set out in the Offer Memorandum of 19 May 2008 (the "Offer Memorandum"). Staples' Offer is contingent upon Corporate Express' shareholders rejecting the proposed Lyreco SAS transaction.

Shareholders holding approximately 23.3 percent of Corporate Express ordinary share capital have irrevocably committed to tender their shares into Staples' Offer, subject to certain conditions. These shareholders have also entered into certain agreements to vote against the proposed Lyreco transaction at the upcoming Corporate Express EGM. Staples has also lowered its minimum acceptance condition to 51 percent of the voting rights attached to the fully diluted share capital.

"At our increased offer price, there is no question that Staples' Offer is the superior choice for Corporate Express shareholders," said Ron Sargent, Staples chairman and CEO. "Staples' Offer provides certain and immediate cash value, without the significant risks found in Corporate Express' long-term business plan, with or without Lyreco. Already a significant number of Corporate Express shareholders have committed their support of our Offer. We strongly believe that a Staples-Corporate Express combination is in the best interests of all shareholders as well as the interests of employees and customers. We urge all Corporate Express shareholders to vote against the Lyreco transaction and to tender their shares to Staples."

Compelling transaction for Corporate Express' shareholders

Staples believes that its proposal is the most valuable and certain option available to Corporate Express' shareholders.

* Staples' Offer provides a premium price and superior and immediate value per share relative to the value based on Corporate Express' prospects with or without Lyreco. The revised all cash offer per ordinary share represents:

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* Staples' Offer provides Corporate Express shareholders immediate and certain value. Staples' fully financed all cash offer has received antitrust clearance in the U.S. and Canada, and Staples is confident that clearance in the European Union will be granted on or before 17 June2008.

* Staples' Offer for Corporate Express is expected to close quickly, in early July 2008.

Attractive proposition to Corporate Express employees and customers

Staples believes that the Offer is beneficial and attractive to all Corporate Express stakeholders, including employees and customers.

* Employees of Corporate Express are important to both the integration of the businesses and the achievement of future success. Staples plans to invest in the people at Corporate Express and anticipates 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 a more efficient cost structure.

* Staples has an excellent track record of industry leading growth and profitability through its differentiated Contract model, as well as in integrating businesses and operating delivery business models in new markets.

Proposed Corporate Express acquisition of Lyreco presents considerable risks

Corporate Express shareholders should evaluate the significant risks of the proposed Lyreco transaction.

* Execution Risk: The Corporate Express-Lyreco value proposition is based on achieving unrealistic targets. The inconsistent track record of Corporate Express, the weakening U.S. and global economies, and many integration/execution challenges and disruptions to its operations make these targets highly uncertain.

* Regulatory Risk: A Corporate Express-Lyreco combination requires antitrust clearance in Europe, Canada and Australia. Regulatory scrutiny could result in considerable delays.

* Financial Risk: After funding the Lyreco transaction, Corporate Express will have an even heavier debt level, further limiting balance sheet flexibility.

* Human Resources Risk: Moving the operating headquarters to France and the headcount reductions in Europe foreseen by Corporate Express and Lyreco management are likely to cause human resources challenges.