Staples Launches Public Offer of EUR 8.00 per Ordinary Share in Cash for Corporate Express

Compelling all cash offer of EUR 8.00 per ordinary share, representing a premium of approximately 90 percent to Corporate Express’ unaffected share price.

Staples.com - May 19, 2008

(PRNewsChannel) / Framingham, Mass. - Staples, Inc. (Nasdaq: SPLS) and its wholly owned subsidiary Staples Acquisition B.V. today announced the launch of a public offer of EUR 8.00 per share in cash for any and all ordinary shares, including ordinary shares represented by ADSs, in the share capital of Corporate Express N.V., following the receipt of approval of the Offer Memorandum from the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten or AFM). The enterprise value, including net debt, for the transaction is approximately EUR 2.8 billion (USD 4.3 billion).

Staples believes this is a very compelling and attractive offer for Corporate Express’ ordinary shareholders. The offer, together with the dividend of EUR 0.21 paid on 24 April 2008, represents a premium of approximately 90 percent to the closing price per ordinary share on 4 February 2008, the day before rumors of a potential offer for Corporate Express circulated in the market.

“We are making this offer directly to the shareholders following Corporate Express’ unwillingness to allow us to perform due diligence and negotiate a transaction,” said Ron Sargent, Staples chairman and CEO. “We firmly believe that our offer of EUR 8.00 per ordinary share delivers superior value to Corporate Express’ shareholders, and does so without the risks found in Corporate Express’ long-term business plan. Rather than the uncertainty of potential value for Corporate Express’ shareholders, our offer provides them with the certainty of realizing immediate and premium value for their investment.”

Staples Acquisition B.V. launched an all cash offer for the preference shares A of EUR 3.15 per share. Staples Acquisition B.V. also launched an all cash offer for the subordinated convertible bonds due 2010 of EUR 1,164.72 per bond.

The offer for the Corporate Express securities listed above is subject to the terms and conditions as set out in the Offer Memorandum, including but not limited to a minimum acceptance condition of 75 percent of the ordinary share capital. The acceptance period for the tendering of shares and convertible bonds begins on Tuesday, 20 May 2008, at 9.00 hours CET (3.00 hours EDT) and ends, subject to extension in accordance with Section 15 of the Decree, on Friday, 27 June 2008, at 17.30 hours CET (11.30 hours EDT).

Staples obtained antitrust clearance in the United States and anticipates that the antitrust clearance in Canada and the European Union will be forthcoming in the coming weeks. As announced on 1 April 2008, Staples has obtained committed financing for the offer.

In addition, Staples Acquisition B.V. intends to launch tender offers later this week for the 8.25 percent senior subordinated notes due 2014 and 7.875 percent senior subordinated notes due 2015 issued by Corporate Express U.S. Finance Inc., a subsidiary of Corporate Express.

Offer Memorandum and further information

Corporate Express shareholders and bondholders are advised to review the Offer Memorandum (including all documents referenced therein) thoroughly and completely and to seek independent advice where appropriate in order to reach a balanced judgment with respect to the offer and the Offer Memorandum. With due reference to all statements, terms, conditions and restrictions included in the Offer Memorandum, shareholders and bondholders are invited to tender their ordinary shares, including ordinary shares represented by ADSs, preference shares and convertible bonds under the offer in the manner and subject to the terms, conditions and restrictions set out in the Offer Memorandum.

Availability of copy documentation

Digital copies of the Offer Memorandum are available on the Staples’ U.S. website (www.staples.com). Staples’ U.S. website does not constitute a part of, and is not incorporated by reference into, the Offer Memorandum. Copies of the Offer Memorandum are also available through Georgeson, the Information Agent, ING Bank N.V., the Dutch Settlement Agent, and Mellon Investor Services LLC, the U.S. Settlement Agent. The contact details for the agents are as follows:

ING BANK N.V.
ING Wholesale Banking Securities Services
Attn: Paying Agency Services Department
Van Heenvlietlaan 220
1083 CN Amsterdam
The Netherlands
Tel: +31 20 797 9398
Fax: +31 20 797 9607
Email:

Mellon Investor Services LLC

By overnight courier or by hand:

BNY Mellon Shareowner Services

c/o Mellon Investor Services
Attn: Corporate Action Department, 27^th Floor
480 Washington Boulevard
Jersey City, NJ 07310
United States of America
Tel: +1 800 777 3674
Fax: +1 201 680 4626
To confirm facsimile transmissions (for eligible institutions only):
Tel: +1 201 680 4860

By mail:

BNY Mellon Shareowner Services

c/o Mellon Investor Services
Attn: Corporate Action Department
P.O. Box 3301
South Hackensack, NJ 07606
United States of America

Georgeson
Georgeson

2^nd Floor
68 Upper Thames Street
London, EC4V 3BJ
United Kingdom
Help line (hours of operation: 9.00 to 17.00 hours CET):

European Tel: 00 800 6614 6614
U.S. Tel: 1 866 201 4446

Lehman Brothers is acting as the exclusive financial advisor to Staples and Staples Acquisition B.V. on the offer. Clifford Chance LLP is providing Dutch legal and tax advice, WilmerHale LLP is providing U.S. legal and tax advice, and Weil Gotshal & Manges LLP is providing antitrust advice to Staples and Staples Acquisition B.V. in connection with the offer.

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.

This is a public announcement pursuant to the provisions of Section 10 paragraph 3 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft). This announcement shall not constitute a public offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale in securities. The Staples offer is made through and is subject to the terms and conditions as set out in the Offer Memorandum. Not for release, publication or distribution, in whole or in part, in or into Canada or Japan.

Certain information contained in this news release may constitute forward-looking statements for 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 report 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.

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

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Source Web Site: Staples.com