Staples Sets Cash Tender Offer Price for Corporate Express U.S. Finance Inc.'s Senior...

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Fri Jun 6, 2008 8:55am EDT

Staples Sets Cash Tender Offer Price for Corporate Express U.S. Finance Inc.'s Senior Subordinated Notes Due 2014 and 2015

    Staples receives strong support for debt tender and consent to
                            amend covenants
FRAMINGHAM, Mass.--(Business Wire)--
Staples, Inc. (Nasdaq: SPLS) and its wholly owned subsidiary,
Staples Acquisition B.V., today announced prices for the previously
announced cash tender offer for all of the outstanding 8.25 percent
Senior Subordinated Notes due July 1, 2014 (the "2014 Notes") and
7.875 percent Senior Subordinated Notes due March 1, 2015 (the "2015
Notes" and together, the "Notes") of Corporate Express U.S. Finance
Inc. (formerly known as Buhrmann U.S. Inc.), as described in the Offer
to Purchase and Consent Solicitation Statement dated May 22, 2008 (the
"Offer to Purchase").

   Based on an assumed payment date of June 30, 2008, holders who
validly tendered their Notes with related consents at or prior to 5:00
p.m. EDT on June 5, 2008 (the "Consent Date") are eligible to receive
$1,094.35 for each $1,000 principal amount of 2014 Notes and $1,117.99
for each $1,000 principal amount of 2015 Notes (the "Total
Consideration"). The Total Consideration for each series of Notes
includes a consent payment equal to $30 in cash per $1,000 principal
amount of the Notes. The consent payment is payable only to holders of
Notes validly tendered with consents and not validly withdrawn at or
prior to the Consent Date.

   Holders who tender their Notes after the Consent Date will not be
eligible to receive the consent payment. Holders who validly tender
their Notes after the Consent Date but at or prior to 11:59 p.m. EDT
on June 27, 2008 (the "Expiration Date"), unless extended or
terminated earlier, are eligible to receive $1,064.35 for each $1,000
principal amount of the 2014 Notes and $1,087.99 for each $1,000
principal amount of the 2015 Notes (the "Tender Offer Consideration").
In addition to the Total Consideration or the Tender Offer
Consideration payable in respect of Notes purchased in the Tender
Offer, Staples Acquisition B.V. will pay accrued and unpaid interest
from the last applicable interest payment date up to, but not
including, the Payment Date (as described in the Offer to Purchase).

   The Total Consideration and the Tender Offer Consideration were
determined as of 2:00 p.m. EDT on June 5, 2008, based on the Reference
Yield (as described in the Offer to Purchase) of 2.233% for the 2014
Notes and 2.399% for the 2015 Notes, and an Applicable Spread (as
described in the Offer to Purchase) of 50 basis points for the Notes,
using an assumed June 30, 2008 payment date for calculation purposes.
If the Expiration Date is extended for more than 10 business days
following the scheduled Expiration Date, a new price determination
date will be established (to be 2:00 p.m. EDT on the tenth business
day immediately preceding the new Expiration Date) and the Total
Consideration and the Tender Offer Consideration for each Note
tendered pursuant to the Offer at or prior to the new Expiration Date
will be redetermined as of such new price determination date.
Information regarding the pricing, tender and delivery procedures and
conditions to the tender offer and consent solicitation relating to
the Notes is contained in the Offer to Purchase.

   In addition, Staples Acquisition B.V. has received consents from
holders of approximately 98.67% of the aggregate principal amount of
the outstanding 2014 Notes and approximately 99.33% of the aggregate
principal amount of the outstanding 2015 Notes to the proposed
amendments to the indentures governing the 2014 Notes and the 2015
Notes. Accordingly, Staples Acquisition B.V. has received the
requisite consents to adopt the proposed amendments to each of the
indentures pursuant to the consent solicitation. The proposed
amendments are described in more detail in the Offer to Purchase.
Pursuant to the terms of the Offer to Purchase, tenders of the Notes
and consents to the proposed amendments that have been delivered
became irrevocable as of the Consent Date. Tenders of Notes and
consents delivered after the Consent Date will also be irrevocable.

   The tender offer is being conducted in connection with Staples
Acquisition B.V.'s previously announced equity tender offer to
purchase all of the outstanding ordinary shares and American
depositary shares of Corporate Express N.V., the parent of Corporate
Express U.S. Finance Inc. The previously announced tender offer also
includes an all cash offer for Corporate Express N.V. preference
shares A and subordinated convertible bonds due 2010. The obligation
of Staples Acquisition B.V. to accept for purchase and pay for Notes
validly tendered and not withdrawn according to the terms of the Offer
to Purchase is subject to the satisfaction of certain conditions that
are described in the Offer to Purchase, including satisfaction of the
conditions to the equity tender offer.

   Lehman Brothers Inc. is acting as dealer manager for the tender
offer and as solicitation agent for the consent solicitation.
Questions about the tender offer or the consent solicitation may be
directed to Lehman Brothers Inc. at 1-800-438-3242 (toll free) or
1-212-528-7581 (collect). Requests for copies of the related documents
may be directed to Georgeson, which has been appointed as the
information agent for the tender offer and consent solicitation, at
1-866-201-4446 (toll free).

   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.

   Certain information contained in this news release may constitute
forward-looking statements for the 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 the fact that the offer made by Staples
or any other acquisition of Corporate Express will be consummated and
those other factors discussed or referenced in our most recent annual
reports 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.

   Important Legal Information

   This press release is provided for informational purposes only and
is neither an offer to purchase nor a solicitation of an offer to sell
any securities of Corporate Express U.S. Finance Inc. Any offers to
purchase or solicitation of offers to sell Corporate Express U.S.
Finance Inc. notes will be made only pursuant to the Offer to
Purchase. Corporate Express U.S. Finance Inc. noteholders are advised
to read the Offer to Purchase, the related Consent and Letter of
Transmittal and any other documents relating to the tender offer and
consent solicitation in their entirety because they contain important
information. Corporate Express U.S. Finance Inc. noteholders may
obtain copies of these documents for free by calling Georgeson, the
information agent for the offer, at 1-866-201-4446 (toll free).

Staples, Inc.
Media Contact:
Paul Capelli/Owen Davis, 508-253-8530/8468
or
Investor Contact:
Laurel Lefebvre, 508-253-4080

Copyright Business Wire 2008
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