Buhrmann NV to acquire corporate express

Buhrmann NV, the international Dutch-based business services and distribution company that operates its North American activities as BT Office Products, has signed a definitive agreement to acquire Broomfield, CO-based Corporate Express, a supplier of office and computer products and services. Creating the world's largest business-tobusiness office products distribution company, Buhrmann will operate in 28 countries, maintain approximately 30,000 employees, and expects revenues in excess of $9 billion USD.

Under the terms of the merger agreement, Buhrmann will pay $9.70 per share in cash, subject to adjustments, for all outstanding shares of Corporate Express common stock. Valued at approximately $1.1 billion, the purchase price represents a 41.7 percent premium over the $6.84 average closing price of Corporate Express common stock for the 30-trading day period ended July 12, 1999. Buhrmann will also refinance approximately $1.2 billion of Corporate Express debt, net of certain expected asset sale proceeds, for a total transaction value of approximately $2.3 billion. As a result of the transaction, Corporate Express will become a whollyowned subsidiary of Buhrmann.

"This transaction strengthens Corporate Express' position as a leading provider of essential office and computer products and services, and is an excellent opportunity for our shareholders, customers, employees, and suppliers," said Robert King, president and CEO of Corporate Express. "Not only does the transaction provide value to our shareholders, it also clearly positions the combined company as the largest businessto-business office products distributor in North America, Europe, and Australia. Together, we will have a base of approximately 170,000 customers, including more than 90 percent of the U.S. Fortune 500 companies."

Over the past several years, Buhrmann has focused its company's growth on the office products business, complemented by the growth of its paper merchanting and graphic systems operations. This focus became evident in the United States when in January 1998, Buhrmann, formerly known as NV Koninklijke KNP BT, made a bid to purchase the remaining 30 percent of shares held by third parties of BT Office Products International.

On September 29, 1998, Buhrmann announced its success and completed the acquisiton of BTOPI, converting it from a publicly held corporation to a privately held corporation wholly owned by Buhrmann.

The corporate headquarters of the newly combined company will be in Amsterdam. Buhrmann's executive board will remain unchanged and is comprised of Frans Koffrie (chairman) and George Dean. Floris Waller will join the company as CFO on September 1, 1999.

The combined North American operation will be headquartered in Broomfield (Denver), Colorado. Corporate Express' European operations in Germany, Ireland, Italy, the Netherlands, Switzerland, and the UK will be combined with Buhrmann's Office Products Europe Division and will be headquartered in Amsterdam.

Robert King, president and CEO of Corporate Express, will be named president and CEO of the combined North American business group. An executive committee for the North American business group will be created and will include Robert King, together with Richard Dubin, current president of BT Office Products North America, Mark Hoffman, current president of Corporate Express North American operations, and Gary Jacobs, current executive vice president and CFO of Corporate Express, each of whom will be named an executive vice president of the combined North American group.