Office Depot, Inc. (NYSE:ODP) and OfficeMax Incorporated
(NYSE:OMX) today announced that The Boston Consulting Group (BCG),
a global management consulting firm, has been selected to provide
integration support for the companies’ proposed merger.
The companies also announced the establishment of an Integration
Management Office to oversee the integration planning process and
appointed executives from both organizations to lead the effort.
Neil Austrian, Chairman and CEO of Office Depot and Ravi Saligram,
President and CEO of OfficeMax will provide overall sponsorship and
stewardship of the integration planning process. Bruce Besanko,
Executive Vice President, Chief Financial Officer and Chief
Administrative Officer for OfficeMax and Mike Newman, Executive
Vice President and Chief Financial Officer for Office Depot will
co-chair the integration planning process and coordinate the
overall effort. Vince Pierce, Senior Vice President, Global
Business Transformation for Office Depot and Paul Hoelscher, Vice
President, Treasury and Corporate Development for OfficeMax will
co-lead the Integration Management Office and guide day-to-day
integration design and planning.
The Boston Consulting Group will be responsible for working with
the management teams from both companies to help define the
priorities, vision, and guiding principles of the integration
process. They will work closely with the two companies’ integration
leaders to establish a detailed integration plan that includes
defining Day 1 priorities, preparing functional and synergy
planning timelines, refining and establishing baseline and top-down
synergies, conducting a culture assessment, and supporting the
development of change management and communication plans.
“Capturing sustained economic value in a merger is one of the
most critical elements of success for a global company,” said
Saligram. “I am confident that partnering with BCG will enable us
to define a rigorous integration strategy that helps us to capture
the long-term strategic benefits of the merger and to obtain bottom
line results as quickly as possible to maximize shareholder
value.”
“Today’s announcement marks the next important milestone in the
process of bringing our two great companies together and creating a
global office solutions company,” Austrian said. “With the support
of BCG, we will pursue our objectives of ensuring a smooth and
productive transition, appropriately managing risks, and capturing
the maximum of annual cost synergies -- projected to be $400-600
million by the third year following the transaction’s close.”
BCG will provide a dedicated, on-site support team comprised of
senior leaders, strategic advisors, and functional experts with
extensive integration experience and deep understanding of
multi-channel distribution and the global office supply industry.
BCG has helped global and multinational clients integrate hundreds
of mergers and acquisitions in the last five years.
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 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.
About OfficeMax
OfficeMax Incorporated (NYSE:OMX) is a leading provider of
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, print and document
services, technology products and solutions, and furniture to
businesses and consumers. OfficeMax consumers and business
customers are served by approximately 29,000 associates through
OfficeMax.com, OfficeMaxWorkplace.com, and Reliable.com; more than
900 stores in the U.S. and Mexico, and 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 1,628
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 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.
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.
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 will be able to 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 will be able to 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 will be able to 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 Amendment No. 1
on Form 10-K/A, 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.
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