FRAMINGHAM, MA and NEW YORK, NY, June 29,
2017 /CNW/ - Staples, Inc. (NASDAQ: SPLS or the "Company")
and Sycamore Partners, a leading private equity firm, today
announced that they have entered into a merger agreement in which
investment funds managed by Sycamore Partners will acquire the
Company in a transaction that values Staples at an equity value of
approximately $6.9 billion.
Under the terms of the merger agreement, all Staples' stockholders
will receive $10.25 per share in cash
for each share of common stock they own, which represents a premium
of approximately 20 percent to the 10-day volume weighted average
stock price for Staples shares for the period ended April 3, 2017, the last trading day prior to
widespread media speculation about a potential transaction.
Staples' Board of Directors has unanimously approved the merger
agreement and recommends that all Staples stockholders vote in
favor of the transaction.
Robert Sulentic, Chairman of the
Board, said, "Today's announcement is the result of a comprehensive
process in which our Board, with the assistance of a transaction
committee comprised of independent directors, and outside financial
advisors, explored and considered various alternatives to enhance
value for our stockholders. Staples' Board believes that this
process has led to a transaction which is in the best interests of
our stockholders, as well as Staples and its employees."
The transaction is subject to customary closing conditions,
including the receipt of regulatory and stockholder approval, and
is expected to close no later than December, 2017. The closing is
not subject to a financing condition.
"With an iconic brand, a winning strategy, and dedicated and
passionate associates who are deeply focused on the customer,
Staples is truly an outstanding enterprise," said Stefan Kaluzny, Managing Director of Sycamore
Partners. "We have tremendous confidence in CEO Shira Goodman and great respect for the Staples
management team and are excited about this opportunity to partner
with them to accelerate long-term profitability."
"The Sycamore Partners' team shares Staples' entrepreneurial
spirit and long-term vision," said Shira
Goodman, Chief Executive Officer and President, Staples,
Inc. "This transaction will enable us to drive greater value for
our customers and immense opportunity for our business."
Barclays and Morgan Stanley & Co. LLC are acting as
financial advisors and Wilmer Hale LLP is acting as legal advisor
to Staples.
UBS Investment Bank, BofA Merrill Lynch, Deutsche Bank, Credit
Suisse, Royal Bank of Canada,
Jefferies, Wells Fargo Bank, National Association and Fifth Third
Bank are providing debt financing for the transaction. BofA Merrill
Lynch and Deutsche Bank Securities Inc. are acting as financial
advisors and Kirkland & Ellis LLP is acting as legal advisor to
Sycamore Partners.
About Staples, Inc.
Staples brings technology and
people together in innovative ways to consistently deliver
products, services and expertise that elevate and delight
customers. Staples is in business with businesses and is passionate
about empowering people to become true professionals at work.
Headquartered outside of Boston,
Mass., Staples, Inc. operates primarily in North America. More information about Staples
(NASDAQ: SPLS) is available at www.staples.com.
About Sycamore Partners
Sycamore Partners is a private
equity firm based in New York
specializing in consumer and retail investments. The firm has more
than $3.5 billion in capital under
management. The firm's strategy is to partner with management teams
to improve the operating profitability and strategic value of their
businesses. The firm's investment portfolio currently includes
Belk, Coldwater Creek, EMP Merchandising, Hot Topic, MGF Sourcing,
NBG Home, Nine West Holdings, Talbots, The Limited and Torrid.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
This filing may be deemed solicitation material in respect of
the proposed acquisition of the Company by Sycamore Partners.
The Company plans to file with the SEC and mail to its stockholders
a Proxy Statement in connection with the transaction. This filing
does not constitute a solicitation of any vote or approval.
The Proxy Statement will contain important information about
Sycamore Partners, the Company, the merger and related matters.
Investors and security holders are urged to read the Proxy
Statement carefully when it is available. Investors and security
holders will be able to obtain free copies of the Proxy Statement
and other documents filed with the SEC by Sycamore Partners and the
Company through the web site maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain
free copies of the Proxy Statement from the Company by contacting
Staples Investor Relations department at
investor@staples.com. In addition, the proxy statement and
our annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and amendments to those reports filed
or furnished pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 are available free of charge through our
website at investor.staples.com as soon as reasonably practicable
after they are electronically filed with, or furnished to, the
SEC.
The Company, and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
Company's stockholders with respect to the transactions
contemplated by the merger agreement. Information regarding
the Company's directors and executive officers, including their
ownership of the Company's securities, is contained in the
Company's Annual Report on Form 10-K for the year ended
January 28, 2017 and its proxy
statement dated April 20, 2017, which are filed with the
SEC. Investors and security holders may obtain
additional information regarding the direct and indirect interests
of the Company and its directors and executive officers in the
proposed transaction by reading the proxy statement and other
public filings referred to above.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this press release regarding the proposed
transaction between Sycamore Partners and the Company, the expected
timetable for completing the transaction, future financial and
operating results, future opportunities for the combined company
and any other statements about Sycamore Partners and the Company
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 the words "believes," "plans," "anticipates,"
"expects," estimates and similar expressions) should also be
considered to be forward looking statements, although not all
forward-looking statements contain these identifying words.
Readers should not place undue reliance on these forward-looking
statements. The Company's actual results may differ materially from
such forward-looking statements as a result of numerous factors,
some of which the Company may not be able to predict and may not be
within the Company's control. Factors that could cause such
differences include, but are not limited to, (i) the risk that the
proposed merger may not be completed in a timely manner, or at all,
which may adversely affect the Company's business and the price of
its common stock, (ii) the failure to satisfy all of the closing
conditions of the proposed merger, including the adoption of the
merger agreement by the Company's stockholders and the receipt of
certain governmental and regulatory approvals in the U.S. and in
foreign jurisdictions, (iii) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
merger agreement, (iv) the effect of the announcement or pendency
of the proposed merger on the Company's business, operating
results, and relationships with customers, suppliers, competitors
and others, (v) risks that the proposed merger may disrupt the
Company's current plans and business operations, (vi) potential
difficulties retaining employees as a result of the proposed
merger, (vii) risks related to the diverting of management's
attention from the Company's ongoing business operations, and
(viii) the outcome of any legal proceedings that may be instituted
against the Company related to the merger agreement or the proposed
merger. There are a number of important, additional factors that
could cause actual results or events to differ materially from
those indicated by such forward looking statements, including the
factors described in the Company's Annual Report on Form 10-K for
the year ended January 28, 2017 and its most recent quarterly
report filed with the SEC. The Company disclaims any intention or
obligation to update any forward-looking statements as a result of
developments occurring after the date of this press release.
SOURCE Staples Canada Inc.