In this news release from Staples we can read that at the end of the acceptance period the following was tendered (or already with Staples): 95.2% of ordinary shares, 99.7% of preference shares A and 99.1% of convertible bonds. On or before July 2nd, Staples will announce whether the remaining conditions to the offer have been satisfied and whether the offer will be declared unconditional, which obviously is very likely with these high percentages.
Since the minimum level of 95% for a squeeze-out procedure was reached, it is not so obvious if a post acceptance period will take place, since this will take additional time, and will most likely not prevent the necessity for a squeeze-out procedure. If Staples declares the offer unconditional without a post acceptance period, chances are that the share price will drop further from the closing level of EUR 9.17 last Friday.
It is however very likely that the share price in the squeeze-out procedure will be equal to the offer price of EUR 9.25, since the rights of minority shareholders in these situations are fairly well protected, and the offer price will be deemed to be a fair price. Since the procedure will maybe take up to 3 months, it would be normal if the share price of CE will continue to trade at a discount to the offer price, which may give some opportunities to last minute speculators.
zondag 29 juni 2008
Staples' Tender Offer Receives Overwhelming Acceptance from CE Shareholders
donderdag 26 juni 2008
CE closes at EUR 9.26 on Thursday
I thought I would mention that ordinary shares of CE closed at a price higher than the acquisition price today in Amsterdam. With less than 2 hours of trading left, CE started to trade at a price of EUR 9.26, with even some transactions at EUR 9.27, which puzzles me. It seems unlikely that Staples is buying, because that would mean they would have to pay the higher price to all other shareholders who tender their shares. The only reason I can think of, is that there are some shorts that are forced to cover at the last minute, but that seems very irresponsible and strange. Maybe the last trading day will also show some interesting movements.
Read more...woensdag 25 juni 2008
Staples Increases Offer Price per Preference Share A to EUR 3.60
Today, after trading hours in Europe, Staple issued a news release, informing us that they have raised the offer price for the preference shares to EUR 3.60. Apparently the combination of the neutral recommendation by CE, and the concentration of a large number of preference shares in the hands of a few parties has led to this result. It does make sense that Staples has increased the offer, because the holders of preference shares would probably have been successful in achieving a higher value, when Staples wants to liquidate the CE holding company.
In the position statement, CE mentions the following about the preference shares:
"However, the Boards have noted that the Articles of Association of Corporate Express state that cancellation of Preference Shares A is only possible against an amount ("the Cancellation Value") equal to the sum of:
� the “yield basis” of €3.40355; and
� the accrued dividend for the year.
On the basis of the Cancellation Value, the Offer price of €3.15 per Preference Share A does not compare favourably to the Cancellation Value. "
So my guess is that the low offer on the preference shares, which was entirely based on the market price of the preference shares prior to the offer, with only a modest premium, could have resulted in a low tender of these preference shares. This may not have resulted in a failed acquisition, since the 51% minimum level can also be achieved without the preference shares.
But obviously Staples wants to own the whole company, and does not want to be stuck with minority shareholders, who have protection in a squeeze out procedure. They must have reasoned that it is better to deal with it now, instead of later, which can only be sensible.
vrijdag 20 juni 2008
Staples buy unlikely to impact Corporate Express IT operations
I suspect there is not going to be much exciting news anymore with respect to the acquisition of CE by Staples in the next couple of weeks, so anything that gives some insight is welcome. In this article from ARN we can learn a little bit more about the Australian activities of CE. For those who were not aware of this, CE Australia is an indepently listed company, in which CE holds 59% of the shares. It is also one of the more profitable parts of the company. (end of post)
Read more...woensdag 18 juni 2008
CE Extraordinary General Meeting of Shareholders
I assume most readers have not taken the trouble to watch the webcast of the above mentioned meeting. It was a bit of a sad display with dissatisfied shareholders asking questions, mainly to Mr. Meysman, the chairman of the supervisory board. There were however a couple of interesting pieces of information. One is that CE internally had given itself a valuation of EUR 8.50 on a stand alone basis, which gave justification to calling the Staples offer a fair value. Another interesting fact was that Mr. Meysman mentioned that it had been impossible to get enough support for the Lyreco deal, which made it pointless to put this deal to a shareholders vote. I suspect management still doesn't like the Staples deal at all, but just had no option other than going along with it.
In the webcast the approval from the European Commission was mentioned, but also using the Staples press release as the source, like all other press did today. I still find it very strange that we have not seen a press release from the European Commission about the approval. (end of post)
Staples Obtains Clearance in the European Union
In this news release from Staples they announced that clearance has been obtained from the European Commission with respect to the outstanding offer for Corporate Express. It is strange that it has not yet been announced by the European Commission themselves, but I am sure we can expect their news release today. This final regulatory hurdle means it is now all up to the shareholders of CE, and the acquisition is almost a fact. With an expected settlement date of July 9th, and a current share price of 9.21, there is only 0.4% to be earned for risk arbitrage players, which is equal to about 6.0% on an annualized basis. (end of post)
Read more...dinsdag 17 juni 2008
Where is the European clearance?
Today was the day where we expected to receive clearance from the European Union for the acquisition of CE. As Staples mentioned in the news release in the beginning of June when they increased the offer to EUR 9.15 per share:
"Staples is confident that clearance in the European Union will be granted on or before 17 June 2008."
Unless employees of the European Commission are working overtime, no clearance will be received today anymore. Let's hope it is just a time glitch and the clearance will reach us tomorrow, the day of the extraordinary shareholders meeting. If it doesn't, an explanation should be offered to us, either by Staples or by the European Commission. (end of post). Read more...
