Announce CEO Selection Committee and Launch Integration Planning
Process
Share Progress in Key Regulatory Milestones
NAPERVILLE, Ill. & BOCA RATON, Fla.--(BUSINESS WIRE)--Apr. 9, 2013--
OfficeMax Incorporated (NYSE:OMX) and Office Depot, Inc. (NYSE:ODP)
today provided several key updates to their planned merger, including
the announcement of the committee members tasked with overseeing the
process to select a CEO for the combined company and selection of the
executives who will help to manage the integration planning process.
Office Depot Board Member Nigel Travis, CEO of Dunkin Donuts, and
OfficeMax Board Member Jim Marino, former President and CEO of Alberto
Culver Company, will co-chair the selection committee. The other members
are Office Depot directors Tom Colligan and Marty Evans; Rakesh Gangwal,
Non-executive Chairman of the Board of OfficeMax; and OfficeMax director
Francesca Ruiz de Luzuriaga.
The committee will oversee a comprehensive search process that will
consider both incumbent CEOs – Neil Austrian, Chairman and CEO of Office
Depot and Ravi Saligram, President and CEO of OfficeMax – as well as
external candidates. The committee will proceed with the objective of
selecting the CEO for the combined company at or prior to the closing of
the transaction.
In addition, Office Depot and OfficeMax also today announced the
selection of key executives from both companies who will oversee the
integration planning process for the combined company.
Messrs. Saligram and Austrian will provide overall sponsorship and
stewardship of the integration planning process. Together, they have
appointed OfficeMax Executive Vice President, Chief Financial Officer
and Chief Administrative Officer Bruce Besanko and Office Depot
Executive Vice President and Chief Financial Officer Mike Newman to
co-chair the integration planning process, with the shared objective of
mutually developing an integration plan designed to ensure a smooth and
productive transition and capture the projected $400-600 million in
annual cost synergies by the third year following the transaction’s
close.
“Today’s announcements mark a key milestone in our vision to help
shareholders and customers of both companies realize the tremendous
value inherent in our proposed combination,” said Austrian. “By bringing
together several of our top executives and Board members to focus on the
process of integrating our two great companies, we will build on our
culture of collaboration as we move closer to successfully closing the
transaction and better competing in this large and rapidly changing
industry.”
“The formation of the CEO selection committee and launch of our
integration planning process represent important steps forward in
achieving our vision of an $18 billion global office solutions company,”
said Saligram. “We are very pleased to have launched a comprehensive
integration planning process and remain confident in the combined
company’s ability to deliver the targeted cost synergies and to more
rapidly scale key market innovations. Both companies also remain
committed to working toward completion of the proposed combination by
the end of calendar 2013.”
Office Depot today filed a registration statement on Form S-4 with the
U.S. Securities and Exchange Commission, which includes a joint proxy
statement of OfficeMax and Office Depot and a prospectus of Office
Depot. This filing provides important business and financial information
about the companies, the proposed merger of equals and related matters.
As anticipated, the companies also confirmed that each company yesterday
received a Request for Additional Information and Documentary Materials
(“Second Request”) from the Federal Trade Commission (“FTC”) in
connection with the proposed merger. A Second Request extends the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, during which the parties may not close the transaction
until 30 days after OfficeMax and Office Depot have substantially
complied with the Second Request (or the waiting period is otherwise
terminated by the FTC). Office Depot and OfficeMax expect to respond
promptly to the Second Request.
The companies remain optimistic about the regulatory process and will
continue to work cooperatively with the FTC as it conducts its review of
the proposed combination.
Transaction Details
On February 20, 2013, OfficeMax and Office Depot announced their entry
into an agreement to combine their companies in a merger of equals aimed
at building a stronger, more efficient competitor able to meet the
growing challenges of a rapidly changing industry. The merger process is
ongoing, and, as was stated in the February announcement, the
transaction is expected to close by the end of calendar year 2013,
subject to stockholder approval from both companies, the receipt of
regulatory approvals and the satisfaction of other customary closing
conditions.
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an offer
to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction in connection
with OfficeMax’s proposed merger with Office Depot or otherwise, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.
IMPORTANT ADDITIONAL INFORMATION FILED WITH THE
SEC
Office Depot has filed with the SEC a registration statement on Form S-4
that includes a preliminary Joint Proxy Statement of OfficeMax and
Office Depot that also constitutes a preliminary prospectus of Office
Depot. The registration statement has not yet become effective.
OfficeMax and Office Depot plan to mail the definitive Joint Proxy
Statement/Prospectus to their respective shareholders in connection with
the transaction. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT OFFICEMAX, OFFICE DEPOT, THE TRANSACTION AND
RELATED MATTERS. Investors and shareholders may obtain free copies of
the definitive Joint Proxy Statement/Prospectus and other documents
filed with the SEC by OfficeMax and Office Depot through the website
maintained by the SEC at www.sec.gov.
In addition, investors and shareholders may obtain free copies of the
definitive Joint Proxy Statement/Prospectus and other documents filed by
OfficeMax with the SEC by contacting OfficeMax Investor Relations at 263
Shuman Blvd., Naperville, Illinois 60563 or by calling 630-864-6800, and
may obtain free copies of the definitive Joint Proxy
Statement/Prospectus and other documents filed by Office Depot with the
SEC by contacting Office Depot Investor Relations at 6600 North Military
Trail, Boca Raton, Florida 33496 or by calling 561-438-7878.
PARTICIPANTS IN THE SOLICITATION
OfficeMax and Office Depot and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from the respective shareholders of OfficeMax and Office Depot in
respect of the transaction described the Joint Proxy
Statement/Prospectus. Information regarding the persons who may, under
the rules of the SEC, be deemed participants in the solicitation of the
respective shareholders of OfficeMax and Office Depot in connection with
the proposed transaction, including a description of their direct or
indirect interests, by security holdings or otherwise, is set forth in
the Joint Proxy Statement/Prospectus. Information regarding OfficeMax’s
directors and executive officers is contained in OfficeMax’s Annual
Report on Form 10-K for the year ended December 29, 2012 and its Proxy
Statement on Schedule 14A, dated March 19, 2013, which are filed with
the SEC. Information regarding Office Depot’s directors and executive
officers is contained in Office Depot’s Annual Report on Form 10-K for
the year ended December 29, 2012 and its Proxy Statement on Schedule
14A, dated March 15, 2012, which are filed with the SEC.
FORWARD-LOOKING STATEMENTS
Certain statements made in this document and other written or oral
statements made by or on behalf of OfficeMax and Office Depot constitute
"forward-looking statements" within the meaning of the federal
securities laws, including statements regarding both companies’ future
performance, as well as management's expectations, beliefs, intentions,
plans, estimates or projections relating to the future. OfficeMax and
Office Depot cannot guarantee that the macroeconomy will perform within
the assumptions underlying their respective projected outlook; that
their respective initiatives will be successfully executed and produce
the results underlying their respective expectations, due to the
uncertainties inherent in new initiatives, including customer
acceptance, unexpected expenses or challenges, or slower-than-expected
results from initiatives; or that their respective actual results will
be consistent with the forward-looking statements and you should not
place undue reliance on them. In addition, forward-looking statements
could be affected by the following additional factors, among others,
related to the business combination: the occurrence of any event, change
or other circumstances that could give rise to the termination of the
merger agreement or the failure to satisfy closing conditions; the
ability to obtain regulatory approvals or third-party approvals for the
transaction and the timing and conditions for such approvals; the
ability to obtain approval of the merger by the stockholders of
OfficeMax and Office Depot; the risk that the synergies from the
transaction may not be realized, may take longer to realize than
expected, or may cost more to achieve than expected; disruption from the
transaction making it more difficult to maintain relationships with
customers, employees or suppliers; the ability to successfully integrate
the businesses; unexpected costs or unexpected liabilities that may
arise from the transaction, whether or not consummated; the inability to
retain key personnel; future regulatory or legislative actions that
could adversely affect OfficeMax and Office Depot; and business plans of
the customers and suppliers of OfficeMax and Office Depot. The
forward-looking statements made herein are based on current expectations
and speak only as of the date they are made. OfficeMax and Office Depot
undertake no obligation to publicly update or revise any forward-looking
statement, whether as a result of future events, new information or
otherwise. Important factors regarding OfficeMax and Office Depot that
may cause results to differ from expectations are included in the
companies’ respective Annual Reports on Form 10-K for the year ended
December 29, 2012, under 1A "Risk Factors", and in the companies’ other
filings with the SEC.
About OfficeMax
OfficeMax Incorporated (NYSE: OMX) is a leader in integrating products,
solutions and services for the workplace, whether for business or at
home. The OfficeMax mission is simple: We provide workplace innovation
that enables our customers to work better. The company provides office
supplies and paper, in-store print and document services through
OfficeMax ImPress®, technology products and solutions, and furniture to
businesses and consumers. OfficeMax customers are served by
approximately 29,000 associates through e-commerce, more than 900
stores, direct sales and catalogs. OfficeMax has been named one of the
2013 World’s Most Ethical Companies, and is the only company in the
office supply industry to receive Ethics Inside® Certification by the
Ethisphere Institute. To find the nearest OfficeMax, call
1-877-OFFICEMAX. For more information, visit www.officemax.com.
About Office Depot
Office Depot provides office supplies and services through 1,629
worldwide retail stores, a field sales force, top-rated catalogs and
global e-commerce operations. Office Depot has annual sales of
approximately $10.7 billion, employs about 38,000 associates and serves
customers in 59 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.
All trademarks, service marks and trade names of Office Depot, Inc.
and OfficeMax Incorporated used herein are trademarks or registered
trademarks of Office Depot, Inc. and OfficeMax Incorporated,
respectively. Any other product or company names mentioned herein are
the trademarks of their respective owners.
Source: Office Depot, Inc. and OfficeMax Incorporated
Office Depot, Inc.
Investor Relations:
Rich Leland,
561-438-3796
richard.leland@officedepot.com
or
Media
Relations:
Brian Levine, 561-438-2895
brian.levine@officedepot.com
or
OfficeMax
Incorporated
Investor Relations:
Mike Steele, 630-864-6862
michaelsteele@officemax.com
or
Media
Relations:
Julie Treon, 630-864-6155
julietreon@officemax.com
