PNI Petroreal Energy (Tier2)

Staples, Inc. (Nasdaq: SPLS) ("Staples") and PNI Digital Media (TSX:PN)
(OTCQB:PNDMF) ("PNI"), a leading innovator in digital media solutions for
retailers, today announced that they have reached an agreement for Staples to
acquire PNI for CDN$1.70 per share, representing a net equity value of
approximately CDN$73.9 million. 


The purchase share price represents a premium of 31.8% over the closing price of
CDN$1.29 of the PNI shares on May 2, 2014 on the Toronto Stock Exchange (the
"TSX") and a premium of 28.9% over the 30 day volume weighted average price of
the PNI shares on the TSX for the period ended May 2, 2014.


The world's leading retailers rely on the PNI Digital Media software platform to
sell millions of personalized products every year including photo prints, photo
books, calendars, business cards, documents, wedding invitations, stationery and
much more. More than 30,000 retail locations are connected to the PNI Digital
Media Platform.


"For years, our retailer partners have used our online, in-store kiosk software
and mobile apps to successfully drive millions of orders and in-store visits,"
said Kyle Hall, Chief Executive Officer of PNI Digital Media. "With the support
of Staples, we expect to significantly expand the services we offer for our
retailers and partners."


"PNI's technology gives customers easy access to the best personalized products
and related services." said Damien Leigh, Senior Vice President, Staples
Business Services. "As a part of Staples, we expect PNI to continue to innovate
on an open platform and share their innovations with both their current
customers and with Staples' Business Services division."


PNI is expected to operate independently and provide improved service for both
its customers and partners by leveraging the strength of Staples, one of the
world's largest internet retailers. PNI expects to continue growing its customer
base with Staples' support while maintaining the necessary resources to
consistently meet its customers' needs.


Transaction Details

The transaction will be implemented by way of a statutory plan of arrangement
("Arrangement") and is subject to customary closing conditions, including
approval by PNI shareholders and the approval of the Supreme Court of British
Columbia. The special meeting of PNI shareholders to approve the Arrangement is
expected to be held on or about July 8, 2014.


The definitive agreement for the transaction (the "Arrangement Agreement")
provides for, among other things, a non-solicitation covenant on the part of
PNI, subject to customary fiduciary out provisions. The Arrangement Agreement
also provides Staples with a right to match potential third party proposals
received by PNI. PNI is permitted to terminate the Arrangement Agreement in
certain circumstances, including to allow PNI to accept a superior proposal,
subject to fulfilling certain conditions. Those conditions include the payment
of customary termination fees in certain circumstances.


A special committee of PNI's board of directors, comprised of three directors
independent of the transaction, considered the terms of the Arrangement. The
special committee and PNI's board of directors received the opinion of PNI's
financial advisor, Cantor Fitzgerald Canada Corporation, that the consideration
offered under the Arrangement is fair to the shareholders of PNI, from a
financial point of view. The PNI board of directors, after receiving the
recommendation of the special committee and in consultation with its financial
and legal advisors, approved the Arrangement Agreement and determined that the
Arrangement is fair to PNI's shareholders and is in the best interests of PNI.
The PNI board of directors recommends that shareholders vote in favour of the
Arrangement at the special meeting to be held to approve the Arrangement.


PNI shareholders owning approximately 17.8% of the issued and outstanding PNI
shares, including all of the directors and executive officers of PNI and Invesco
Canada Ltd., have entered into voting agreements with Staples to vote in favour
of and support the plan of arrangement. The Arrangement is expected to close in
PNI's 2014 fiscal fourth quarter.


Further details on the Arrangement can be found in the Arrangement Agreement and
Voting Agreements, which will be publicly filed by PNI with Canadian securities
regulatory authorities on SEDAR at www.sedar.com and with the US Securities and
Exchange Commission on EDGAR at www.sec.gov, and also available on the Company's
website at www.pnimedia.com.


About Staples:

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.


About PNI Digital Media- The world's leading retailers rely on the PNI Digital
Media Platform to sell millions of personalized products every year. The PNI
Platform is a consumer-facing Platform-as-a-Service ("PaaS") solution that is
accessible online, from an in-store terminal, or from mobile devices and
applications. The PNI Digital Media Platform connects consumer-ordered digital
content, whether from online, in-store kiosks, or connected mobile devices and
tablets with retailers that want to deploy proven omni-channel strategies and
use on-demand manufacturing capabilities for the production of personalized
products such as photos, photo books and calendars, business cards, greeting
cards, wedding invitations, stationery and more. PNI Digital Media successfully
generates millions of transactions each year for retailers and their thousands
of locations worldwide. Further information on our company can be found at
www.pnimedia.com.


The statements that are not historical facts contained in this release are
forward-looking statements that involve risks and uncertainties, including those
related to the completion of the Arrangement and the expected timing therefor.
PNI Digital Media's actual results could differ materially from those expressed
or implied by such forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to shareholder and
court approvals, changes in technology, employee retention, inability to deliver
on contracts, failure of customers to continue marketing the online solution,
competition, general economic conditions, foreign exchange and other risks
detailed in the Company's annual report and other filings. Additional
information related to the Company can be found on SEDAR at www.sedar.com and on
the SEC'S website at www.sec.gov/edgar.shtml. The information contained herein
is subject to change without notice, and PNI does not undertake any obligation
to publicly update or revise any forward-looking statements, except as required
by law. PNI Digital Media shall not be liable for technical or editorial errors
or omissions contained herein.


PNI Digital Media is a registered trademark of PNI Digital Media Inc. All other
trademarks are property of their respective owners.


FOR FURTHER INFORMATION PLEASE CONTACT: 
For Investor Relations and Press, Contact:
TMX Equicom
James Binckly
(416) 815-0700 x228
jbinckly@tmxequicom.com


PNI Digital Media Inc.
Cameron Lawrence
(604) 893-8955 x1203
ir@pnimedia.com
www.pnimedia.com


Staples, Inc.
Mark Cautela
(508) 253-3832
mark.cautela@staples.com


For Media Relations:
TMX Equicom
Crystal Quast
(416) 815-0700 x266
CQuast@tmxequicom.com

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