Starboard to Withdraw Proxy Solicitation and Vote the White Card at
Upcoming Annual Meeting
BOCA RATON, Fla.--(BUSINESS WIRE)--Aug. 20, 2013--
Office Depot, Inc. (NYSE: ODP), a leading global provider of office
supplies and services, today announced that the Company and its
largest shareholder, Starboard Value LP (together with its affiliates,
"Starboard"), have reached a settlement agreement ahead of the Company’s
upcoming Annual Meeting of Shareholders on August 21, 2013. As part of
the settlement agreement, Starboard nominees Cynthia Jamison, Jeffrey
Smith, and Joseph Vassalluzzo have agreed to join the Office Depot Board
and will be appointed to the Board upon the resignations of Directors
Marsha J. Evans and W. Scott Hedrick the day after the Company’s annual
Office Depot will expand the Board from ten to eleven directors to
accommodate the additional director. Following the appointment of the
new directors, the Board will select a new non-executive lead director.
In addition, upon his appointment to the Board, Mr. Vassalluzzo will
join the CEO Selection Committee in the search process for the CEO of
the combined company. He will replace Ms. Evans. If the merger with
OfficeMax is completed, Office Depot will include both Mr. Smith and Mr.
Vassalluzzo as continuing directors.
Starboard has agreed to withdraw its proxy solicitation and has
committed to vote the White proxy card in support of Office Depot’s
director nominees. Any shareholders who have already voted the Starboard
Gold proxy card and who wish to have their votes counted in the election
may submit a later-dated vote on the WHITE proxy card.
“We are very pleased to have reached an agreement with Starboard which
we believe is in the best interests of all our shareholders,” said Neil
Austrian, Chairman and CEO of Office Depot. “The resolution will allow
us to continue our progress and momentum in our proposed merger with
OfficeMax. Integration planning and the CEO search are already well
underway and the merger is on track to close on or before year-end.”
“As Office Depot’s largest shareholder, we look forward to working
together with the Office Depot Board with the common goal of maximizing
value for all shareholders through the OfficeMax transaction and the CEO
selection process,” said Jeffrey C. Smith, Managing Member, Chief
Executive Officer and Chief Investment Officer of Starboard Value.
Shareholders who need assistance in voting or who have questions about
the annual meeting may call the Company’s proxy solicitor toll-free at
About Office Depot
Office Depot provides core office supplies, the latest technology,
school essentials, copy
& print services, cleaning & breakroom products, and furniture
to consumers, teachers and businesses of all sizes through 1,614
stores, global e-commerce operations, a dedicated sales force, an
inside sales organization, and top-rated catalogs. The Company has
annual sales of approximately $10.7 billion, employs about 38,000
associates, and serves customers in 60 countries around the world.
Office Depot’s common stock is listed on the New York Stock Exchange
under the symbol ODP. Additional press information can be found at: http://news.officedepot.com.
IMPORTANT INFORMATION HAS BEEN AND WILL BE
FILED WITH THE SEC
In connection with the solicitation of proxies for Office Depot’s Annual
Meeting of Shareholders (the “2013 Annual Meeting”), Office Depot has
filed with the Securities and Exchange Commission (the “SEC”) a
definitive proxy statement concerning the proposals to be presented at
the 2013 Annual Meeting. The proxy statement contains important
information about Office Depot and the 2013 Annual Meeting. Office Depot
and its directors, executive officers and certain employees may be
deemed to be participants in the solicitation of proxies from Office
Depot’s shareholders in connection with the election of directors and
other matters to be proposed at the 2013 Annual Meeting. Information
regarding the interests, if any, of these directors, executive officers
and specified employees is included in the definitive proxy statement
and other proxy materials (the “Proxy Materials”) filed by Office Depot
with the SEC on July 19, 2013. On July 22, 2013, Office Depot mailed the
Proxy Materials to shareholders of record as of July 11, 2013. Investors
and shareholders are able to obtain free copies of the Proxy Materials
and other documents filed with the SEC by Office Depot through the
website maintained by the SEC at www.sec.gov.
In addition, investors and shareholders are able to obtain free copies
of the Proxy Materials and other documents filed by Office Depot with
the SEC by contacting Office Depot Investor Relations at 6600 North
Military Trail, Boca Raton, FL 33496, or by calling 561-438-7878.
OFFICE DEPOT SAFE HARBOR STATEMENT
This communication may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
concerning Office Depot, the merger and other transactions contemplated
by the merger agreement, and the outcome of the 2013 Annual Meeting.
These statements or disclosures may discuss goals, intentions and
expectations as to future trends, plans, events, results of operations
or financial condition, or state other information relating to Office
Depot, based on current beliefs of management as well as assumptions
made by, and information currently available to, management.
Forward-looking statements generally will be accompanied by words such
as “anticipate,” “believe,” “plan,” “could,” “estimate,” “expect,”
“forecast,” “guidance,” “intend,” “may,” “possible,” “potential,”
“predict,” “project” or other similar words, phrases or expressions.
These forward-looking statements are subject to various risks and
uncertainties, many of which are outside of Office Depot’s control.
Therefore, investors and shareholders should not place undue reliance on
such statements. Factors that could cause actual results to differ
materially from those in the forward-looking statements include adverse
regulatory decisions; failure to satisfy other closing conditions with
respect to the merger; the risks that the new businesses will not be
integrated successfully or that Office Depot will not realize estimated
cost savings and synergies; Office Depot’s ability to maintain its
current long-term credit rating; unanticipated changes in the markets
for its business segments; unanticipated downturns in business
relationships with customers or their purchases from Office Depot;
competitive pressures on Office Depot’s sales and pricing; increases in
the cost of material, energy and other production costs, or unexpected
costs that cannot be recouped in product pricing; the introduction of
competing technologies; unexpected technical or marketing difficulties;
unexpected claims, charges, litigation or dispute resolutions; new laws
and governmental regulations. The foregoing list of factors is not
exhaustive. Investors and shareholders should carefully consider the
foregoing factors and the other risks and uncertainties that affect
Office Depot’s business described in its Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other
documents filed from time to time with the SEC. Office Depot does not
assume any obligation to update these forward-looking statements.
Source: Office Depot, Inc.
Office Depot, Inc.
Richard Leland, 561-438-3796