Staples, Inc. (NASDAQ: SPLS) and Office Depot, Inc. (NASDAQ:
ODP) today announced that the Board of Directors of both companies
intend to waive the merger agreement termination date of February
4, 2016, and extend it to May 16, 2016. The extension allows for
the completion of ongoing federal district court litigation with
the Federal Trade Commission. The companies are working to extend
financing terms for the transaction, and expect to execute the
merger extension agreement once financing terms are finalized.
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“This merger creates an unparalleled opportunity to better serve
our customers and to deliver shareholder value,” said Ron Sargent,
Chief Executive Officer of Staples. “We are committed to completing
this transaction and look forward to a full and impartial judicial
review.”
On February 4, 2015, Staples and Office Depot entered into a
definitive merger agreement to combine as a single company. The
combined company will be better positioned to provide value to
customers, and compete against a large and diverse set of
competitors. The company expects to deliver more than $1 billion of
annualized synergies net of investments to provide increased value
to customers by the third full fiscal year post-closing. The
combined company will be better equipped to optimize its retail
footprint, minimize redundancy, and reduce costs.
About Staples, Inc.Staples makes it easy to make more
happen with more products and more ways to shop. Through its
world-class retail, online and delivery capabilities, Staples lets
customers shop however and whenever they want, whether it’s
in-store, online or on mobile devices. Staples offers more products
than ever, such as technology, facilities and breakroom supplies,
furniture, safety supplies, medical supplies, and Copy and Print
services. Headquartered outside of Boston, Staples operates
throughout North and South America, Europe, Asia, Australia and New
Zealand. More information about Staples (SPLS) is available at
www.staples.com.
About Office Depot, Inc.
Office Depot, Inc. is a leading global provider of products,
services, and solutions for every workplace – whether your
workplace is an office, home, school or car.
Office Depot, Inc. is a resource and a catalyst to help
customers work better. We are a single source for everything
customers need to be more productive, including the latest
technology, core office supplies, print and document services,
business services, facilities products, furniture, and school
essentials.
The company has annual sales of approximately $16 billion,
employs approximately 56,000 associates, and serves consumers and
businesses in 59 countries with approximately 1,800 retail stores,
award-winning e-commerce sites and a dedicated business-to-business
sales organization – all delivered through a global network of
wholly owned operations, franchisees, licensees and alliance
partners. The company operates under several banner brands
including Office Depot, OfficeMax, Grand & Toy, and Viking. The
company’s portfolio of exclusive product brands include TUL, Foray,
Brenton Studio, Ativa, WorkPro, Realspace and HighMark.
Office Depot, Inc.’s common stock is listed on the NASDAQ Global
Select Market under the symbol ODP. Additional press information
can be found at: http://news.officedepot.com.
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed merger, Staples has filed with
the SEC a registration statement on Form S-4 that includes a
proxy statement of Office Depot that also constitutes a prospectus
of Staples. Staples filed the final proxy statement/prospectus with
the SEC on May 18, 2015. The registration statement was
declared effective by the SEC on May 15, 2015. Office Depot
mailed the definitive proxy statement/prospectus to stockholders of
Office Depot on or about May 19, 2015, and the stockholders
approved the transaction on June 19, 2015. The registration
statement and the proxy statement/prospectus contain important
information about Staples, Office Depot, the transaction and
related matters. Investors and security holders are urged to read
the registration statement and the proxy statement/prospectus
(including all amendments and supplements thereto) carefully.
Investors and security holders may obtain free copies of the
registration statement and the proxy statement/prospectus and other
documents filed with the SEC by Staples and Office Depot through
the web site maintained by the SEC at www.sec.gov.
In addition, investors and security holders may obtain free
copies of the registration statement and the definitive proxy
statement/prospectus from Staples by contacting Staples’ Investor
Relations Department at 800-468-7751 or from Office Depot by
contacting Office Depot’s Investor Relations Department at
561-438-7878.
Safe Harbor for Forward-Looking StatementsStatements in
this document regarding the proposed transaction between Staples
and Office Depot, the expected timetable for satisfying conditions
to the merger, including receiving regulatory approvals, and
completing the transaction, future financial and operating results,
benefits and synergies of the transaction, future opportunities for
the combined company and any other statements about Staples or
Office Depot managements’ future expectations, beliefs, goals,
plans or prospects constitute forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Any statements that are not statements of historical fact
(including statements containing “believes,” “anticipates,”
“plans,” “expects,” “may,” “will,” “would,” “intends,” “estimates”
and similar expressions) should also be considered to be forward
looking statements. There are a number of important factors that
could cause actual results or events to differ materially from
those indicated by such forward looking statements, including: the
ability to consummate the transaction; the risk that regulatory
approvals required for the merger are not obtained or are obtained
after delays or subject to conditions that are not anticipated; the
risk that the financing required to fund the transaction is not
obtained; the risk that the other conditions to the closing of the
merger are not satisfied; potential adverse reactions or changes to
business or employee relationships, including those resulting from
the announcement or completion of the merger; uncertainties as to
the timing of the merger; competitive responses to the proposed
merger; response by activist shareholders to the merger;
uncertainty of the expected financial performance of the combined
company following completion of the proposed transaction; the
ability to successfully integrate Staples’ and Office Depot’s
operations and employees; the ability to realize anticipated
synergies and cost savings; unexpected costs, charges or expenses
resulting from the merger; litigation relating to the merger; the
outcome of pending or potential litigation or governmental
investigations; the inability to retain key personnel; any changes
in general economic and/or industry specific conditions; and the
other factors described in Staples’ Annual Report on Form 10-K
for the year ended January 31, 2015 and Office Depot’s Annual
Report on Form 10-K for the year ended December 27, 2014
and their most recent Quarterly Reports on Form 10-Q each
filed with the SEC. Staples and Office Depot disclaim any intention
or obligation to update any forward looking statements as a result
of developments occurring after the date of this document.
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version on businesswire.com: http://www.businesswire.com/news/home/20160120005359/en/
Media Contacts:Staples:Kirk Saville, 508-253-8530orOffice
Depot:Karen Denning, 630-438-7445orInvestor
Contacts:Staples:Chris Powers, 508-253-4632orOffice Depot:Rich
Leland, 561-438-3796
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