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ISO 9000   |  Quality Metrics  |  Innovative Solutions |  Year 2000

COMPANY NEWS

October 28, 1999
Corporate Express and Buhrmann Finalize Merger;
Create World’s Largest Business-to-Business Leader in Office Product Distribution

September 23, 1999
Award-Winning Web Site Spawns European Versions

August 2, 1999
BT Office Products Announces Alliances with Oracle Corporation
and Requisite Technology


July 13, 1999

Buhrmann NV to Acquire Corporate Express, Inc.

May 6, 1999
BT Office Products Teams With Sun-Netscape Alliance to Provide High-Quality Catalog to Corporate Buyers

March 3, 1999
BT Office Products Partners with Ariba Through Ariba.Com Network


Corporate Express and Buhrmann Finalize Merger;

Create World’s Largest Business-to-Business Leader in Office Product Distribution

BROOMFIELD, Colo. (October 28, 1999) — Corporate Express, Inc. (Nasdaq: CEXP), a leading supplier of essential office and computer products and services to corporations that value innovative procurement solutions, today announced the completion of its merger with Buhrmann NV (AEX: BUHR), a leading international business services and distribution company, and the parent company of BT Office Products. As a result of the transaction, Corporate Express, Inc. is now a wholly owned subsidiary of Buhrmann, and will cease trading under the ticker symbol CEXP on Nasdaq today.

The combination of these two premier organizations creates the world's leading business-to-business office supply and services company, with total revenues of approximately $9 billion, 30,000 employees and operations in 28 countries.

"We are extremely pleased to complete the acquisition of Corporate Express, which creates significant growth opportunities and strongly advances our strategy to become the world's premier office products distributor in the business-to-business market," said Frans Koffrie, CEO of Buhrmann. "By combining our two successful office products businesses, we become the logical choice for large corporations looking to consolidate their procurement programs on a global basis."

"We also extend a very warm welcome to the Corporate Express employees, who will be instrumental in our successes going forward, and we look forward to working closely with Robert King, Richard Dubin, Mark Hoffman and Gary Jacobs, the new North American Executive Board," added Koffrie.

Buhrmann's worldwide headquarters will remain in Amsterdam. Internationally, Corporate Express' and Buhrmann's European office products operations have combined to form the leading supplier of office products in the European business-to-business market. Janhein Pieterse has been named President Office Products Europe. Corporate Express Australia will continue to operate as the leading office products supplier in the Australian business-to-business market under the leadership of Ted Nark, President of Corporate Express Australia Pty Limited.

In North America, BT Office Products has combined with Corporate Express' North American operations to form the newly named entity, Corporate Express, A Buhrmann Company. Robert King, the former President and CEO of Corporate Express, Inc. has been named President and CEO of this entity. Headquartered in Broomfield, Colorado, Corporate Express, A Buhrmann Company is the leading business-to-business supplier of office products and services in North America, with revenues of $4 billion and approximately 15,000 employees.

"Customers will truly benefit from the merger of Corporate Express and Buhrmann," said Robert King, President and CEO of Corporate Express. "In North America, we are now the market leader in terms of revenues, facilities, staffing and the breadth of our product offering. Customers have access to superior "one-stop" procurement solutions. Our sales force is supported by more locations and distribution centers than any other business-to-business office supply company, with almost double the number of delivery vehicles of our nearest competitor, state-of-the-art distribution technology and a strong commitment to quality."

"The anticipated benefits of the merger would not have been made possible without the sound advice and dedicated service of our Board of Directors," added King. "We appreciate their efforts as well as the efforts of the Company's professional advisors, who worked diligently to bring this transaction to fruition."

Under the terms of the merger agreement, Buhrmann will pay $9.70 cash for each share of Corporate Express' outstanding common stock. The process for exchanging stock certificates for the merger consideration of $9.70 per share will begin immediately. Buhrmann has also assumed $1.2 billion of Corporate Express' debt, bringing the total transaction value to approximately $2.3 billion.

Corporate Express, A Buhrmann Company, is the leading supplier of essential office and computer products and services to corporations that value innovative procurement solutions. The company was created through the combining of Corporate Express, Inc. and BT Office Products in October 1999. Corporate Express, A Buhrmann Company has revenues of more than $4 billion and approximately 15,000 employees.

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BT Office Products Award-Winning Web Site Spawns European Versions

What’s in an URL? One US company has exported its Web site as e-Commerce heats up in Europe

DEERFIELD, IL (September 23, 1999) — Just as today’s best-selling novels are translated into various languages for overseas readers, today’s successful American Web sites are finding new audiences overseas thanks to language and currency translations. A case in point is www.btopi.com, the award-winning Web site for BT Office Products (BT OP). This Deerfield, IL-based distributor of office products has converted its proprietary electronic commerce site into multiple European versions. The European releases support language, currency, catalog, and customization, by market, for Buhrmann Office Products Europe, which, like BT Office Products, operates under the umbrella of Dutch parent company, Buhrmann, N.V.

"The US site brings flexible and robust, content-rich e-Commerce capabilities to our European operations," said Neil Callahan, Buhrmann’s director of IT, "allowing us to deliver Web-based efficiencies to our customers." The first European release was introduced early this year by the Buhrmann company Copygraphic PLC in the United Kingdom (www.btope.com/uk), and has been well-received by customers there. September launches are scheduled for several Buhrmann companies in Germany and for Kuipers in the Netherlands. By the beginning of next year, Büro Austria (in Austria) will also be running its pilot of the Buhrmann Office Products site.

In February, 1996, BT Office Products was one of the first national office products distribution companies to have a corporate Web site. The Site was enhanced in 1997 with the introduction of the SyntraNetSM Online Catalog & Order Management system, designed to simplify business-to-business ordering of office supplies. Flexible order management and a rich-content catalog, with full item descriptions and crisp images, are accessed in a highly-personalized and secured "extranet" environment. Today, the site continues to evolve, interacting with customer enterprise systems and Web-based systems from leading e-procurement vendors, to better support customer procurement initiatives and help maximize savings in office products purchasing.

"Our Web-based capability has been a great tool for developing technology-based partnerships with our customers, as we mutually pursue an evolving vision of e-procurement," said Ron Bowman, eBusiness Marketing Manager for BT OP. "We’re delighted that our European operating companies can further leverage that technology and experience for our European and global customers."

The BT OP Web site has been recognized by the Web Marketing Association, Windows Magazine, Business Marketing magazine and the Business Marketing Association. Most recently, the site was named again to Business Marketing’s NetMarketing 200 list of top business sites on the Web. The Company has been named an InformationWeek "Top Technology Innovator" for its leadership in using contemporary technologies to support customer procurement initiatives.

BT Office Products is a leading, full-service distributor of office products, business furniture, computer supplies and promotional products serving medium and large businesses, government agencies and institutions throughout the United States and in Europe. For more information, please visit the BT Office Products Web site at www.btopi.com.

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BT Office Products Announces Alliances with Oracle Corporation and Requisite Technology

New Partnerships Deliver Streamlined Enterprise Procurement


DEERFIELD, IL (August 2, 1999) – BT Office Products International, Inc., a major corporate supplier of office products, announced today strategic partnerships with Oracle Corporation and Requisite Technology, Inc. to enhance enterprise procurement.

"These partnerships will enable us to offer faster deployment of our online office products catalog for enterprise customers who use electronic procurement systems," said Ron Bowman, e-Business Marketing Manager for BT Office Products (BT OP). "A quick response time is key," he explained, "to helping customers maximize savings in office products procurement and accelerate the return on their technology investments."

By becoming a member of the Oracle® Supplier Network, BT OP’s online catalog will be seamlessly integrated with Oracle Internet Procurement solutions. The resulting "commerce-ready" application will simplify catalog support by providing the BT OP full-line catalog directly to multiple Oracle customers, by hosting it at Oracle Exchange — a newly announced online business-to-business marketplace, or by providing direct Internet access to BT OP’s award-winning catalog at btopi.com, utilizing Open Buying on the Internet (OBI) guidelines.

Requisite Technology, Inc., a leading provider of electronic catalog technology and content services, will give enterprise purchasing systems quick and easy access to the wealth of product information, including full item descriptions and crisp product graphics, contained in BT OP’s electronic catalog. Requisite’s content conversion, classification and management capabilities enable companies with SAP, Oracle, and AMS-based procurement systems to add the desktop convenience of BT OP’s catalog access for company-wide purchasing.

"The combination of BT Office Products’ content-rich product catalog with our catalog technology provides real value to customers," agreed Barbara Mowry, CEO of Requisite Technology. "Together we can bring customers the highest levels of catalog content and buyer management in eProcurement systems — within weeks rather than months."

BT Office Products is a leading, full-service distributor of office products, business furniture, computer supplies and promotional products serving medium and large businesses, government agencies and institutions throughout the United States and in Europe. The company has been recognized as an InformationWeek Top Technology Innovator for its leadership in using contemporary technologies to support customer procurement initiatives.
For more information, please visit the BT Office Products Web site at www.btopi.com.

# # #

Oracle is a registered trademark of Oracle Corporation.


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Buhrmann NV to Acquire Corporate Express, Inc.

July 13, 1999

SUMMARY

  • USD 2.3 billion transaction to create the world’s No. 1 business-to-business office products distribution company
  • Combined company will have revenues in excess of USD 9 billion, with operations in 28 countries and 30,000 employees
  • More than 90% of the US Fortune 500 companies will be amongst the 170,000 customers of the combined office products business
  • Synergies expected to exceed USD 100 million annually, the bulk of which will be realised in the year 2000
  • Buhrmann to pay USD 9.70 per share in cash for Corporate Express common stock
  • Required financing fully committed
  • Apollo Management L.P and Bain Capital, Inc. to invest USD 350-USD 400 million in newly issued convertible preference shares
  • Public issuance of EUR 300 million of ordinary Buhrmann shares expected to follow post closing
  • Transaction will be significantly earnings enhancing, before amortisation of goodwill, beginning in the year 2000

Buhrmann NV to Acquire Corporate Express, Inc.

(July 13, 1999) AMSTERDAM, THE NETHERLANDS and BROOMFIELD, COLORADO – Buhrmann NV (AEX: BUHR), the international Dutch-based business services and distribution company, and Corporate Express, Inc. (NASDAQ: CEXP), a leading supplier of essential office and computer products and services, today announced that they have signed a definitive agreement that will create the world’s largest business-to-business office products distribution company. The combined company is expected to have revenues in excess of USD 9 billion, and operations in 28 countries with approximately 30,000 employees.

Under the terms of the merger agreement, Buhrmann will pay USD 9.70 per share in cash, subject to adjustment as described below, for all outstanding shares of Corporate Express common stock, valued at approximately USD 1.1 billion. The USD 9.70 purchase price represents a 41.7% premium over the USD 6.84 average closing price of Corporate Express common stock for the 30-trading day period ended 12 July 1999. As of yesterday’s close of business, Corporate Express’ common stock price was USD 8.56. Buhrmann will also refinance approximately USD 1.2 billion of Corporate Express debt, net of certain expected asset sale proceeds, for a total transaction value of approximately USD 2.3 billion.

As a result of the transaction, Corporate Express will become a wholly-owned subsidiary of Buhrmann. The transaction has been recommended by the Board of Directors of both Buhrmann and Corporate Express.

SIGNIFICANT STRATEGIC BENEFITS

The combination of Buhrmann and Corporate Express results in substantial strategic advantages, including:

  • significantly enhancing Buhrmann’s position as a leading international business service and distribution company;
  • creating the world’s number one office products company in the business-to-business market, with leading market positions in North America, Europe and Australia;
  • combining two experienced management teams with valuable knowledge and industry expertise;
  • realizing substantial cost savings and synergies, which are expected to be USD 100 million annually, phased in over 3 years; and
  • providing an expanded platform for pan-Atlantic growth in the office products and services sector.

This transaction is expected to be significantly earnings enhancing on a fully diluted basis, before amortisation of goodwill, beginning in the year 2000.

"The acquisition of Corporate Express strongly advances Buhrmann’s strategy to become the world’s premier office products distributor in the business-to-business market, and we expect that it will create significant value for our shareholders," said Frans Koffrie, CEO of Buhrmann. "Office products will be our largest business, complemented by our substantial European paper merchanting activities and successful graphic systems business. We will capitalize on the innovative sales and distribution strengths of the two companies, while expanding our rapidly growing e-commerce business and providing world-class customer service and quality."

"This transaction strengthens Corporate Express’ position as a leading provider of essential office and computer products and services, and is an excellent opportunity for our shareholders, customers, employees and suppliers," said Robert King, President and CEO of Corporate Express. "Not only does the transaction provide value to our shareholders, it also clearly positions the combined company as the largest business-to- business office products distributor in North America, Europe and Australia. Together, we will have a customer base of approximately 170,000 customers, including more than 90% of the US Fortune 500 companies."

MANAGEMENT AND ORGANISATION

The corporate headquarters of the combined company will be in Amsterdam. Buhrmann’s Executive Board will remain unchanged and is comprised of Frans Koffrie (Chairman) and George Dean. As recently announced, Floris Waller will join the company as CFO on 1 September 1999.

The acquisition will result in the merger of Buhrmann’s North American business, which operates as BT Office Products, with Corporate Express’ North American activities. This combined operation will be headquartered in Broomfield (Denver), Colorado. Corporate Express’ European operations in Germany, Ireland, Italy, the Netherlands, Switzerland, and the UK will be combined with Buhrmann’s Office Products Europe Division and will be headquartered in Amsterdam.

Robert King, President and CEO of Corporate Express, will be named President and CEO of the combined North American business group. An Executive Committee for the North American business group will be created and will include Robert King, together with Richard Dubin, current President of BT Office Products North America, Mark Hoffman, current President of Corporate Express North American operations, and Gary Jacobs, current Executive Vice President and CFO of Corporate Express, each of whom will be named an Executive Vice President of the combined North American group.

Buhrmann’s Office Products Europe Division will continue under the leadership of Janhein Pieterse, President Office Products Europe. Tom Frank, Corporate Express President of International Operations, will report to Janhein Pieterse. Ted Nark, President of Corporate Express Australia Pty Limited, will continue to manage the Company’s Australian and New Zealand operations.

FINANCING

Buhrmann has a commitment from Deutsche Bank to provide for the total financing of the transaction. The financing commitment includes USD 2.6 billion to finance the transaction and to refinance the existing indebtedness of the combined companies, and a USD 350 million revolving credit facility to fund seasonal working capital requirements.

A portion of this commitment is expected to be refinanced at the completion of the transaction by Buhrmann’s issuance of USD 350-USD 400 million of new convertible preference shares to Apollo Management L.P. ("Apollo") and Bain Capital, Inc. ("Bain"), both US-headquartered private equity firms. It is further anticipated that a public issue of approximately EUR 300 million of Buhrmann ordinary shares will be placed after the closing of the transaction, subject to market conditions. As a result of the issuance of the convertible preference shares, Apollo and Bain will together own approximately 22% of Buhrmann’s ordinary shares on a fully diluted basis, assuming a USD 400 million investment, before giving effect to the contemplated issuance of EUR 300 million of Buhrmann ordinary shares. Upon completion of their investment in Buhrmann, it is expected that each party will be offered a seat on Buhrmann’s Supervisory Board.

TERMS AND CONDITIONS

Under the terms of the agreement, the cash price of USD 9.70 per share for Corporate Express common stock will be subject, under certain conditions, to upward or downward adjustment based upon the actual proceeds received by Corporate Express from the sale or disposition of certain businesses and assets, including the Delivery Systems business.

The acquisition of Corporate Express is conditional upon the approval of Buhrmann’s shareholders at an Extraordinary General Meeting to be held on 4 August 1999, the approval of Corporate Express’ shareholders at a special shareholders’meeting to be held later this year, and regulatory approvals in the US and Europe. This transaction is subject to other standard terms, conditions and fees, including fiduciary termination provisions. The transaction is expected to close in the fourth quarter of calendar year 1999.

DIVIDENDS

Buhrmann intends to maintain its EUR 0,60 per share dividend this year. The future dividend policy will be based on a pay-out ratio of 35%, compared with its previous pay-out ratio of 35% to 45%, demonstrating Buhrmann’s continued commitment to earnings growth and, as a result, dividend growth.

BUHRMANN’S INFORMATION SYSTEMS DIVISION

Buhrmann also today announced that it will focus its growth on the office products business, complemented by the growth of its paper merchanting and graphic systems operations. Alternative strategies, therefore, will be evaluated for the future development of its Information Systems Division. As a result, the Information Systems Division will be deconsolidated in the financial statements during the second half of this year.

COMPANY DESCRIPTIONS

Buhrmann NV, headquartered in Amsterdam, with US operations headquartered in Chicago, has approximately 15,000 employees in more than 20 countries. For the fiscal year ended 31 December 1998, Buhrmann on a comparable basis had net sales of EUR 5.4 billion (USD 6.0 billion), EBITDA (earnings before interest, tax, depreciation and amortisation) of EUR 208 million (USD 232 million) and EBIT (earnings before interest and tax) of EUR 160 million (USD 178 million). It is currently the third largest supplier of office products in the business-to-business market in Europe and the fifth largest in the US, with 180 locations including 35 distribution facilities. Buhrmann is also the leading paper merchant in Europe and a major distributor of graphic equipment and information systems.

Corporate Express, Inc., based in Broomfield (Denver), Colorado, is a leading supplier of essential office and computer products and services. In its continuing operations, Corporate Express currently operates in nearly 300 locations, including 89 distribution centers, and employs approximately 15,000 people in 11 countries. It is the second largest contract stationer in the US market. For the fiscal year ended 30 January 1999, Corporate Express had net sales of USD 3.8 billion, EBITDA of USD 220 million and EBIT of USD 151 million, excluding restructuring, merger and other nonrecurring charges.

Apollo Management L.P is a private investment firm with offices in Los Angeles, New York and London. Since its inception in 1990, Apollo and its affiliate funds have invested over USD 10 billion of capital in response to the needs of its strategic partners in a broad range of industries.

Bain Capital, Inc. is a private investment company with USD 6 billion of capital under management. Since its founding in 1984, Bain has completed in excess of 125 transactions and today has investments in companies with aggregate revenues in excess of USD 14 billion.

ADVISORS

Buhrmann has been advised by ING Barings and Paribas on the transaction. Deutsche Bank is acting as arranger and lead underwriter of the financing. Corporate Express has been advised by Donaldson, Lufkin & Jenrette Securities Corporation, Deutsche Banc Alex.Brown, and Morgan Stanley Dean Witter.

Amsterdam, 13 July 1999

Note: This press release contains "forward-looking statements" within the meaning of the U.S. Federal securities laws, including statements concerning business plans and strategies and their intended results, and similar statements concerning anticipated future events and expectations that are not historical facts. The forward-looking statements in this press release are subject to substantial risks and uncertainties, which could cause actual results to differ materially from those expressed in or implied by the statements herein. For example, there can be no assurance that expected cost savings and synergies from the proposed combination will be realized, that the expected level of earnings or cash flow will be realized, that the required shareholder or regulatory approvals will be obtained or that all conditions to closing the transaction will be satisfied. Additional information concerning potential factors that could affect future financial and operating results is included in Corporate Express’ annual report on Form 10-K for the year ended 30 January 1999.

Media and Investor Contacts:

Buhrmann NV
Pieter Barbas, Corporate Secretary, telephone 31 (0)20 651 10 70
Marina Millington-Ward, Investor Relations, 31 (0)20 651 10 42

Agency Contacts
USA: Owen Blicksilver, Citigate Dewe Rogerson, telephone 1 (0)212 419 42 83
UK: Rachel Lankester, Citigate Dewe Rogerson, telephone 44 (0)171 638 95 71
Toby Mountford, Citigate Dewe Rogerson, telephone 44 (0)171 638 95 71

Corporate Express, Inc.:
Linda Dill, Vice President Strategic Planning and Investor
Relations, telephone 1 (0)303 664 39 49

There will be presentations today to Buhrmann’s analysts at 10.30 a.m. CET (Central European Time) and a press conference at 12.15 p.m. CET at Hotel The Grand, Oudezijds Voorburgwal 197, 1012 EX Amsterdam.

Further information about Buhrmann, BT Office Products and Corporate Express can be found at:

www.buhrmann.com

www.Corporate-Express.com

www.btopi.com

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BT Office Products Teams With Sun-Netscape Alliance to Provide High-Quality Catalog to Corporate Buyers

DEERFIELD, Ill.--(BUSINESS WIRE)--May 6, 1999-- BT Office Products today announced a relationship with the Sun-Netscape Alliance to provide a high quality office supply catalog to corporate buyers through the Alliance's new Catalog Management Service. The Alliance Catalog Management Service is an innovative initiative announced last week to provide buyers using Netscape® BuyerXpert e-commerce software with access to high quality catalog content from their suppliers.

The Alliance Catalog Management Service is the first initiative of the Sun-Netscape Alliance Supplier Network, which will enable buyers to purchase products from more than 5,000 suppliers that offer more than three million products. BT Office Products is a charter member of the Alliance Supplier Network.

``The Alliance Supplier Network supports our vision of e-commerce, and will greatly streamline trading relationships with our enterprise customers,'' said Ron Bowman, BT Office Product's manager, E-Business Marketing. ``Because our people and technologies are focused on supporting customer procurement strategies, we can help our customers achieve accelerated return on their Netscape enterprise procurement investment.''

The relationship between BT Office Products and the Sun-Netscape Alliance will give BT Office Products a new outlet for Syntranet(TM), its content-rich online catalog service. It will also help ensure that businesses can procure the range of products from BT OP in a cost-effective manner and will be able to use emerging standards such as Extensible Mark-Up Language (XML), the common language for doing business over the Internet.

``The purpose of the Catalog Management Service and the Sun-Netscape Alliance Supplier Network is to give Netscape BuyerXpert customers the ability to find any product they need quickly and easily,'' said Steve Savignano, senior vice president of Applications Product Division for the Sun-Netscape Alliance. ``We are pleased that BT Office Products is a charter member of the Alliance Supplier Network and that they will help us meet the demand for high-quality content that our customers seek.''

An InformationWeek Top Technology Innovator, BT Office Products is a leading, full-service distributor of office products, serving primarily medium and large size operations in major markets in the United States and Europe. In addition to general office products, the company distributes business furniture, computer supplies and promotional products. For more information, please visit the BT Office Products web site at www.btopi.com.

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BT Office Products Partners with Ariba Through Ariba.Com Network

DEERFIELD, Ill.--(BUSINESS WIRE)--March 3, 1999--BT Office Products (BT OP) today announced their participation as one of the initial suppliers in Ariba.com Network(TM), an Internet service that connects buying organizations using Ariba Operating Resource Management System (TM) with suppliers worldwide. This business-to-business eCommerce service will enable BT OP to enjoy full electronic partnerships with customers using Ariba for office product procurement.

"The introduction of Ariba.com Network(TM) expands the focus of Web commerce from cost-effective procurement to cost-effective trading partnerships", said Ron Bowman, BT OP's Manager, E-Business Marketing. "We're excited to be part of Ariba's new initiative, as it will provide highly-efficient conduits to our customers and also allow us to better leverage our technology investments as we extend our enterprise capabilities to our customers".

A charter member of Ariba's supplier council -- Ariba Supplier Link(TM), BT Office Products has been working with Ariba to develop a cost-effective platform for customer relationships that better leverages e-Commerce capabilities.

Ariba's solution utilizes the distributed architecture of the Internet and major e-Commerce standards to route commerce transactions and supplier catalog content between buyers and suppliers, and complements BT OP's support for customer procurement initiatives.

BT Office Products is a leading, full-service distributor of office products, serving primarily medium and large size operations in major markets, both in the United States and Europe. In addition to general office products, the company distributes business furniture, computer supplies and promotional products. For more information, please visit the BT Office Products web site at www.btopi.com.

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