Staples Receives Approval from European Union to Acquire Office Depot
February 10 2016 - 6:13AM
Business Wire
Parties plan to divest Office Depot European
businesses beyond EC requirements
Staples, Inc. (NASDAQ: SPLS) today announced that it has
received approval from the European Union to acquire Office
Depot.
“This is a significant step, and we’re very pleased that the
European Commission has approved this transaction,” said Ron
Sargent, Chairman and Chief Executive Officer, Staples, Inc. “The
acquisition has been approved in Australia, New Zealand, China, and
Europe. Regulatory agencies around the world understand that this
acquisition will allow Staples to provide increased value and
service to customers of all sizes. We look forward to a full,
impartial judicial review in the United States.”
The European Commission approved the acquisition on the
condition that Staples divest Office Depot’s European contract
business and all of Office Depot’s operations in Sweden. Staples
will meet these requirements, and the parties have decided that
they will also divest Office Depot’s retail, online and catalog
operations in Europe in connection with closing the transaction.
The divestiture of Office Depot’s European business is subject to
the closing of the acquisition.
The merger is the subject of ongoing litigation with the U.S.
Federal Trade Commission as well as the Canadian Competition
Bureau. The companies recently announced the completion of
financing arrangements and the extension of their merger agreement
from February 4, 2016 to May 16, 2016.
The company expects to deliver more than $1 billion of
annualized synergies net of investments to provide increased value
to customers by the third full fiscal year post-closing. The
combined company will be better equipped to minimize redundancy,
reduce costs and optimize its retail footprint.
About Staples, Inc.Staples makes it easy to make more
happen with more products and more ways to shop. Through its
world-class retail, online and delivery capabilities, Staples lets
customers shop however and whenever they want, whether it’s
in-store, online or on mobile devices. Staples offers more products
than ever, such as technology, facilities and breakroom supplies,
furniture, safety supplies, medical supplies, and Copy and Print
services. Headquartered outside of Boston, Staples operates
throughout North and South America, Europe, Asia, Australia and New
Zealand. More information about Staples (SPLS) is available at
www.staples.com.
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed merger, Staples has filed with
the SEC a registration statement on Form S-4 that includes a
proxy statement of Office Depot that also constitutes a prospectus
of Staples. Staples filed the final proxy statement/prospectus with
the SEC on May 18, 2015. The registration statement was
declared effective by the SEC on May 15, 2015. Office Depot
mailed the definitive proxy statement/prospectus to stockholders of
Office Depot on or about May 19, 2015, and the stockholders
approved the transaction on June 19, 2015. The registration
statement and the proxy statement/prospectus contain important
information about Staples, Office Depot, the transaction and
related matters. Investors and security holders are urged to read
the registration statement and the proxy statement/prospectus
(including all amendments and supplements thereto) carefully.
Investors and security holders may obtain free copies of the
registration statement and the proxy statement/prospectus and other
documents filed with the SEC by Staples and Office Depot through
the web site maintained by the SEC at www.sec.gov.
In addition, investors and security holders may obtain free
copies of the registration statement and the definitive proxy
statement/prospectus from Staples by contacting Staples’ Investor
Relations Department at 800-468-7751 or from Office Depot by
contacting Office Depot’s Investor Relations Department at
561-438-7878.
Safe Harbor for Forward-Looking StatementsStatements in
this document regarding the proposed transaction between Staples
and Office Depot, the expected timetable for satisfying conditions
to the merger, including receiving regulatory approvals, and
completing the transaction, future financial and operating results,
benefits and synergies of the transaction, future opportunities for
the combined company and any other statements about Staples or
Office Depot managements’ future expectations, beliefs, goals,
plans or prospects constitute forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Any statements that are not statements of historical fact
(including statements containing “believes,” “anticipates,”
“plans,” “expects,” “may,” “will,” “would,” “intends,” “estimates”
and similar expressions) should also be considered to be forward
looking statements. There are a number of important factors that
could cause actual results or events to differ materially from
those indicated by such forward looking statements, including: the
ability to consummate the transaction; the risk that regulatory
approvals required for the merger are not obtained or are obtained
after delays or subject to conditions that are not anticipated; the
risk that the financing required to fund the transaction is not
obtained; the risk that the other conditions to the closing of the
merger are not satisfied; potential adverse reactions or changes to
business or employee relationships, including those resulting from
the announcement or completion of the merger; uncertainties as to
the timing of the merger; competitive responses to the proposed
merger; response by activist shareholders to the merger;
uncertainty of the expected financial performance of the combined
company following completion of the proposed transaction; the
ability to successfully integrate Staples’ and Office Depot’s
operations and employees; the ability to realize anticipated
synergies and cost savings; unexpected costs, charges or expenses
resulting from the merger; litigation relating to the merger; the
outcome of pending or potential litigation or governmental
investigations; the inability to retain key personnel; any changes
in general economic and/or industry specific conditions; and the
other factors described in Staples’ Annual Report on Form 10-K
for the year ended January 31, 2015 and Office Depot’s Annual
Report on Form 10-K for the year ended December 27, 2014
and their most recent Quarterly Reports on Form 10-Q each
filed with the SEC. Staples and Office Depot disclaim any intention
or obligation to update any forward looking statements as a result
of developments occurring after the date of this document.
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version on businesswire.com: http://www.businesswire.com/news/home/20160210005652/en/
Staples, Inc.Media Contacts:Kirk Saville,
508-253-8530orInvestor Contacts:Chris Powers,
508-253-4632
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