Q: What is the offer?
[Note: all monetary amounts are in Australian dollars].
A: On 17 March 2010 Corporate Express announced a recommended takeover offer by Staples, Inc. at $5.60 per share to acquire all of the issued shares in Corporate Express that it does not already own.
In addition, shareholders will keep the final fully franked dividend of 12.5 cents per share announced on 2 March 2010.
Q: Will shareholders be entitled to retain the dividend of 12.5 cents?
A: Yes, the final fully franked dividend of 12.5 cents per share will be paid on 14 April 2010. Corporate Express shares traded ex-dividend (without dividend entitlement) from 18 March 2010.
Q: What happens next?
A: In due course, Corporate Express shareholders will receive documentation from Staples (Bidder’s Statement) and Corporate Express (Target’s Statement). The Bidder’s Statement will contain full details of the Staples Offer. Corporate Express shareholders will be sent a copy of the Bidder’s Statement around early April. Corporate Express’ Target’s Statement will include the Independent Directors’ recommendation and is intended to be distributed to Corporate Express shareholders, around mid to late April. An Independent Expert’s report will be included in the Target’s Statement. This timetable is indicative only and subject to change.
Q: What should I do?
A: The Corporate Express Independent Directors unanimously recommend that shareholders accept the Staples Offer, subject to no superior proposal emerging and confirmation by the Independent Expert that the Staples Offer is fair and reasonable to Corporate Express minority shareholders. Corporate Express shareholders should consult their stockbroker, accountant, tax, financial or other professional adviser about the impact of the Staples Offer on their particular investment objectives.
Corporate Express will advise its shareholders of any further relevant developments as they occur.
Q: What are the key offer conditions?
A: The Staples Offer is subject to the following conditions:
- Achieving acceptances to give Staples a relevant interest of 90% in shares in Corporate Express
- The approval of the Foreign Investment Review Board and New Zealand Overseas Investment Office, if required
- No prescribed occurrences, being the occurrences listed in section 652C of the Corporations Act 2001 (Cth);Corporate Express not announcing an intention to pay, declaring or paying a dividend or any other form of distribution of profits or capital other than the dividend of 12.5 cents per share that is to be paid on 14 April 2010 and a special dividend of up to 78 cents per share fully franked
- Between the date of this announcement and the close of the Staples Offer, the All Ordinaries Index not falling and remaining 20% or more below the closing level of 4809 on 16 March 2010 for three consecutive trading days.
Q: Have you appointed an independent expert?
A: Yes, Lonergan Edwards has been appointed.
Q: Where can I get more information?
A: Please contact the Company Secretary on +61 (0)2 9335 0648 or email shareholderqueries@ce.com.au
Who is making the Offer?
The bidder under the Offer is Staples Australia, a wholly-owned subsidiary of Staples. Staples, through its indirect wholly-owned subsidiary Staples International BV, is the largest shareholder in Corporate Express, owning approximately 58.2% of the Shares. Staples Australia has received acceptances for a further 1.55% of Shares under the Offer. Further information on Staples is set out in Section 5 of the Bidder’s Statement.
What is the Offer for my Corporate Express Shares?
Staples Australia is offering to acquire all of your Corporate Express Shares by way of an off-market takeover bid. The Offer Price is $5.60 for each Share.
What is the Bidder’s Statement?
The Bidder’s Statement is the document prepared by Staples Australia containing the terms of the Offer in detail and information important to your decision on whether to accept the Offer. You should have already received the Bidder’s Statement from Staples Australia. If you do not have a copy of the Bidder’s Statement, please contact the Staples Offer Information Line on 1800 645 237 (inside Australia) and +612 8282 7585 (outside Australia).
What is the Target’s Statement?
This Target’s Statement has been prepared by the Independent Directors and provides Corporate Express’ response to the Offer, including the recommendations of the Independent Directors.
What is the Special Dividend?
Corporate Express has applied for a ruling from the ATO to facilitate the payment of a fully franked special dividend of up to 78 cents per Share (Special Dividend). Only if a favourable tax ruling from the ATO and Shareholder approval in respect of the financial assistance are obtained will the Special Dividend be declared and become payable upon the Offer becoming unconditional. There is no certainty a favourable tax ruling will be obtained. If the Special Dividend is declared and paid, the Offer Price will be reduced by the amount of the Special Dividend. However, in no circumstances will the overall consideration you receive from accepting the Offer and receiving the Special Dividend be less than $5.60 per Share.
What choices do I have as a Corporate Express Shareholder?
As a Corporate Express Shareholder, you have the following choices in respect of all or part of your Shares:
• accept the Offer for all of your Shares;
• sell all or part of your Shares on the ASX; or
• do nothing.
There are several implications in relation to each of the above choices. A summary of these implications is set out in Section 4 of this Target’s Statement.
Should I await the outcome of the application for an ATO ruling in relation to the Special Dividend before accepting the Offer?
You should seek your own independent fi nancial and taxation advice as to whether and when (if at all) you should accept the Offer. If you accept the Offer, you will receive the Special Dividend if it is declared and paid by Corporate Express regardless of the timing of your acceptance of the Offer. However, your ability to deal with and exercise rights attaching to those Shares in respect of which you accept the Offer will be affected. See Section 5.8 of this Target’s Statement and Section 12.5 of the Bidder’s Statement for further details
How do I accept the Offer?
You may only accept the Offer in respect of all your Shares. To accept the Offer, you should follow the instructions set out in Section 3 of the Bidder’s Statement. To be effective, your acceptance of the Offer must be received by Staples Australia before 7pm (Sydney time) on 11 May 2010 (unless the Offer is extended).
May I accept the Offer for part of my holding?
No. You cannot accept the Offer for part of your holding. You may only accept the Offer for all of your Shares. However, if you hold one or more parcels of Shares as trustee or nominee, you may accept the Offer as if a separate offer had been made in relation to each of those parcels and any parcel you hold in your own right. A person holding Shares on trust for, as nominee for, or on account of, any other person should refer to Section 12.1(f) of the Bidder’s Statement.
If I accept the Offer, when will I be paid?
If you accept the Offer, Staples Australia will pay you the consideration to which you are entitled on or before 21 days after the later of receipt of your acceptance and the date on which the Offer becomes unconditional.
What happens if I accept the Offer before the Special Dividend Record Date?
If you accept the Offer before the Special Dividend Record Date you will still be entitled to receive the Special Dividend if it is declared and paid by Corporate Express. However, if the Special Dividend is declared and paid, Staples Australia is entitled to reduce the Offer Price by the amount of the Special Dividend. In no circumstances will the overall consideration you receive from accepting the Offer and receiving the Special Dividend be less than $5.60 per Share.
If I accept the Offer, may I later withdraw my acceptance?
No. Under the terms and conditions of the Offer, you cannot withdraw your acceptance unless:
• the FIRB Condition has not been fulfi lled; or
• a withdrawal right arises under the Corporations Act.
A withdrawal right will arise if, after you have accepted the Offer, Staples Australia varies the Offer in a way that postpones for more than one month the time when Staples Australia has to meet its obligations under the Offer (for example if the Offer Period is extended by more than one month at a time when it is still subject to Conditions).
What happens if the Offer Price is increased?
If you accept the Offer and the Offer Price is subsequently increased, you will be entitled to receive the increased consideration if the Offer proceeds (that is, if the Offer becomes unconditional).
Can I be forced to sell my Shares and Options?
You cannot be forced to sell your Shares unless during or at the end of the Offer Period Staples Australia (and its associates) have:
• a relevant interest in at least 90% of all Shares; and
• acquired at least 75% of the Shares offered to be acquired under the Offer; and
• the Offer becomes unconditional and Staples Australia proceeds to compulsory acquisition of your Shares.
In circumstances where Staples Australia is entitled to compulsorily acquire your Shares, Staples Australia may also compulsorily acquire any outstanding Options under Part 6A.2 of the Corporations Act.
Are there any Conditions to the Offer?
The Offer is subject to the following Conditions:
• approval by the Foreign Investment Review Board;
• 90% minimum acceptance;
• no prescribed occurrences;
• no dividends, except for the Ordinary Dividend (paid on 14 April 2010) and the Special Dividend; and
• between the Announcement Date and the end of the Offer Period, the ASX All Ordinaries Index not falling and remaining more than 20% below the closing level on 16 March 2010 of 4809 points for 3 consecutive trading days.
Further details of these Conditions are set out in Section 12.8 of the Bidder’s Statement.
What happens if the Offer does not become unconditional?
If the Offer does not become unconditional by the end of the Offer Period, the Offer will lapse.
What are the implications of the Offer for Shares held within the EESP?
If you have held Shares within the EESP for more than 3 years, you may accept the Offer or sell those Shares on market. If you have held Shares within the EESP for less than 3 years, the holding lock on those Shares will be removed when the Offer becomes unconditional, at which time you may accept the Offer or sell your Shares on market.
What are the implications of the Offer for Shares held within the DESP?
If you hold Shares within the DESP, you will need to withdraw those Shares from the DESP at which time you may accept the Offer or sell your Shares on market.
How can I tell if the Offer has become unconditional?
If the Offer becomes unconditional, Staples Australia will send an announcement to the ASX, at which point it will be able to commence processing acceptances under the Offer. Staples Australia is not required to send Corporate Express Shareholders individual notifications relating to when acceptances are processed. You may check Corporate Express’ company announcements on the ASX website (www.asx.com.au) using the ASX code “CXP”.
What are the Independent Directors recommending?
The Independent Directors recommend that you ACCEPT the Offer in the absence of a superior proposal.
Has Corporate Express appointed an Independent Expert?
Yes. Corporate Express has appointed Lonergan Edwards & Associates Limited as the Independent Expert to opine on whether the Offer is fair and reasonable. The Independent Expert has concluded that the Offer is fair and reasonable. See the Independent Expert’s Report in Section 9 of this Target Statement.
When does the Offer close?
The Offer is presently scheduled to close at 7pm (Sydney time) on 11 May 2010, but the Offer Period can be extended in certain circumstances. See Section 5.10 of this Target’s Statement for details of the circumstances in which the Offer Period can be extended.
Can Staples Australia vary the Offer?
Yes. Staples Australia can vary the Offer by extending the Offer Period, increasing the Offer Price or waiving the Conditions.
Can Staples Australia withdraw the Offer?
Staples Australia can only withdraw the Offer with the consent of ASIC. However, if the Offer closes and some or all of the Conditions are not satisfied (and have not been waived by Staples Australia), then the Offer will fail and no acceptances will be processed.
What are the tax implications of accepting the Offer?
A general outline of the tax implications of accepting the Offer is set out in Section 6 of this Target’s Statement and Section 10 of the Bidder’s Statement. As the outline is a general outline only, you are encouraged to seek your own specific professional advice as to the taxation implications applicable to your circumstances.
Is there a phone number I can ring if I have any queries?
If you have any queries in relation to the Offer, please call the Staples Offer Information Line on 1800 645 237 (inside Australia) or +612 8280 7585 outside Australia
