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Staples Enters into Agreement to Acquire PNI Digital Media

Tuesday, May 06, 2014

Press release from the issuing company

FRAMINGHAM, Mass. & VANCOUVER, British Columbia - Staples, Inc. and PNI Digital Media, 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.

“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.”

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.


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