Exhibit 99.1
SALE AND PURCHASE AND VOTING AGREEMENT
This Agreement is made this fourth day of June 2008.
BETWEEN:
(1) STAPLES ACQUISITION B.V., a company incorporated under the laws of The Netherlands, having its statutory seat in Amsterdam, The Netherlands (Staples); and
(2) [·], a company incorporated under the laws of [·], having its office address at [·] ([·]) (the Selling Shareholder).
WHEREAS:
(A) On 19 May 2008, the Staples made a public offer to acquire inter alia all the issued and outstanding ordinary shares in the share capital of Corporate Express N.V. (the Company) with a nominal value of EUR 1.20 each (the Shares) against a consideration in cash of EUR 8.00 per Share (the Offer), as set out in the offer memorandum as published on 19 May 2008, as amended from time to time;
(B) On 21 May 2008 the Company and Lyreco SAS announced their intention to combine both companies (the Lyreco Transaction).
(C) As at the date hereof, the Selling Shareholder owns and holds, and as at the Record Date (as defined below) it legally and beneficially held, [·] Shares (the Subject Shares) and, therefore, the Selling Shareholder has the power to exercise the voting rights attached to the Subject Shares.
(D) On 3 June 2008, Staples announced an increase in its offer price for the Shares to EUR 9.15 per Share (the Purchase Price) and the Selling Shareholder hereby wishes to sell the Subject Shares to Staples for the Purchase Price.
(E) The transfer of the Subject Shares from the Selling Shareholder to Staples pursuant to this Agreement is taking place after the record date announced for the Companys extraordinary shareholders meeting on 18 June 2008, as set out in Companys press release of 29 May 2008 (the Record Date) and Staples shall therefore not have the power to exercise the votes attached to the Subject Shares during the Companys extraordinary shareholders meeting scheduled for 18 June 2008 (the EGM, which term is deemed to include any general meeting of shareholders for which the Company has set or will set a record date prior to the date on which the Subject Shares will have been transferred to Staples pursuant to Clause 1.2). Therefore, the parties hereto wish to enter into the arrangements described below relating to the exercise of votes attached to the Subject Shares.
(F) The Selling Shareholder is of the view that the sale of the Subject Shares provides value that is preferable to the uncertainties and risks in realising value through the Lyreco Transaction.
NOW IT IS HEREBY AGREED AS FOLLOWS:
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irrevocable power of attorney. Unless so requested by Staples, the Selling Shareholder shall not attend an EGM or otherwise seek to cast its votes.
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A notice or other communication under or in connection with this Agreement shall be in writing and shall be delivered personally or sent by registered express mail (and air mail if overseas) or by fax to the party due to receive the notice or communication, at its address or fax number set out hereunder or another address specified by that party by written notice to the others.
Staples Acquisition B.V.
Jool-Hulstraat
24
1327 HA Almere
The Netherlands
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Attention: |
Theo van Brandenburg |
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Fax number: |
+31 (0)36 547 8002 |
With a copy to:
Staples, Inc
500 Staples Drive Framingham,
4
MA 01702
United States of America
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Attention: |
Kristin Campbell |
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Fax number: |
+1 (508) 253 8955 |
[·]
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Attention: |
[·] |
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[·] |
This Agreement is governed by, and shall be construed in accordance with, the laws of The Netherlands. Any dispute arising out of or in connection with this Agreement (including questions in respect of the authority of the arbitrators) will be finally settled by arbitration in accordance with the rules of The Netherlands Arbitration Institute (Nederlands Arbitrage Instituut). The arbitral tribunal will be composed of three arbitrators appointed in accordance with those rules. The place of the arbitration will be Amsterdam, The Netherlands. The arbitral proceedings shall be conducted in the English language. The arbitrators will decide according to the rules of law. This paragraph shall also apply to disputes arising in connection with agreements that are connected with this Agreement, unless the relevant agreement expressly provides otherwise.
AS AGREED AND SIGNED in two counterparts on the date first above written.
STAPLES ACQUISITION B.V.
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SCHEDULE 1
VOTING POWER OF ATTORNEY
[·], a company incorporated under the laws of [·], having its office address at [·] ([·]) (the Selling Shareholder);
WHEREAS
1. the Selling Shareholder holds at the date hereof and held at the record date announced for the Companys extraordinary Shareholders meeting on 18 June 2008, as set out in Companys press release of 29 May 2008 legal and beneficial title to [·] ordinary shares (the Subject Shares) in the share capital of Corporate Express N.V. (the Company);
2. the Selling Shareholder has duly registered the Subject Shares with the Company for the purposes of the Companys extraordinary general meeting of shareholders scheduled to be held on 18 June 2008 (the EGM) prior to the registration date set by the Company in its convening notice for the EGM.
HEREBY IRREVOCABLY APPOINTS each of the representatives of Staples Acquisition B.V. and Staples Inc, including but not limited to: John Mahoney, Kristin Campbell, Christene Komola, Theo van Brandenburg and Ralph Paulmann (each an Attorney and together the Attorneys), acting individually and with full powers of substitution (recht van substitutie), to be its attorney for the following purposes:
1. to attend on behalf of the Selling Shareholder the EGM, to represent the Selling Shareholder at such meeting, to participate in the discussion at the meeting and to cast on behalf of the Selling Shareholder all the votes attached to the Subject Shares, in particular to vote against the approval of the acquisition of Lyreco SAS by the Company (the Lyreco Transaction) or elements of or relating to the Lyreco Transaction; and
2. to approve, execute and deliver on behalf of the Selling Shareholder such other documents and to do all such other acts and things as the Attorney shall deem necessary or appropriate for the purpose of giving effect to the voting against the Lyreco Transaction.
3. To take any and all actions deemed necessary of appropriate to register the Selling Shareholders shares and this power of attorney for any and all shareholders meetings organised by Corporate Express to the extent the Selling Shareholder has any registration rights in respect of that meeting.
This Power of Attorney is irrevocable and is governed by the laws of The Netherlands.
For and on behalf of
[·]
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