BOCA RATON, Fla. and
NAPERVILLE, Ill., May 23, 2013 /PRNewswire/ -- 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.
Investor
Contacts
|
Media
Contacts
|
Office
Depot
|
Office
Depot
|
Rich
Leland
|
Brian
Levine
|
561 438
3796
|
561 438
2895
|
richard.leland@officedepot.com
|
brian.levine@officedepot.com
|
|
|
OfficeMax
|
OfficeMax
|
Mike
Steele
|
Julie
Treon
|
630 864
6826
|
630 864
6155
|
michaelsteele@officemax.com
|
julietreon@officemax.com
|
SOURCE OfficeMax Incorporated