BOCA RATON, Fla. and
NAPERVILLE, Ill., Aug. 12, 2013 /PRNewswire/ -- Office Depot, Inc.
(NYSE:ODP) and OfficeMax Incorporated (NYSE:OMX) today provided an
update on the CEO search process for the combined company as part
of the overall progress on integration planning.
At the time that Office Depot and OfficeMax agreed to merge,
both companies' boards of directors determined to undertake a
comprehensive search process, which would consider both internal
and external candidates in order to identify the best-qualified CEO
to lead a combined company with $18
billion in pro forma revenue in 2012. To date, more than 100
candidates have been reviewed and vetted, and eight of the top
candidates have already been interviewed. The CEO Selection
Committee has narrowed the selection process to five exceptional
candidates it believes can lead the combined business forward
following the merger, with the goal of having a permanent CEO in
place by September.
As announced on June 11, 2013, the
two companies hired executive search firm Korn/Ferry International
to assist the CEO Selection Committee in its comprehensive search.
The Committee is co-chaired by OfficeMax Board Member Jim Marino,
the former President and CEO of Alberto Culver Company, and Office
Depot Board Member Nigel Travis, the Chairman and CEO of Dunkin'
Brands, Inc.
Each member of the Committee has been actively engaged in
evaluating the slate of candidates, including several that were
suggested by Starboard Value, LP, an investor in Office Depot's
stock. The criteria for evaluating qualified candidates included:
public company CEO with Wall Street credibility and a global
perspective, or strong executive from a Fortune 100 organization;
high integrity, team building, transformational leader with a
proven track record; and experienced business integrator.
"We are very pleased with the progress made on the joint CEO
search process and the strong caliber of CEO candidates we have at
present," said Mr. Travis. "Our objective is to have a candidate in
place prior to the closing of the merger to address critical issues
such as headquarters location, company name, culture and
strategy.
"As such, it is critical that the CEO Selection Committee
maintain its momentum in the search process. We are very concerned
that the disruptive proxy campaign currently being led by Starboard
to replace four Office Depot Board members, including two that
currently sit on the CEO Selection Committee, if successful, will
prove counterproductive to the CEO selection process," Travis
continued. "Based on our discussions with Office Depot
shareholders, we believe the shareholders do not want to disrupt
the CEO search process or in any way impact the value that is
attainable from the OfficeMax merger, which this Board is intensely
focused on delivering."
OfficeMax Board Member and CEO Selection Committee Co-Chair,
Jim Marino added: "The goal of the
Committee remains to identify a proven leader with the strategic
insight, operational discipline and inspirational leadership
required to deliver the synergies that come from combining the
companies and to transform the business in this highly competitive
market. The Committee has worked diligently to review candidates,
assess their credentials and narrow the slate to what we believe
are outstanding business leaders. It is important that we maintain
the integrity of the search process and retain the momentum and
progress made to date by the CEO Selection Committee to ensure a
timely selection process."
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. On July 10, 2013, stockholders of both companies
approved the merger. The transaction is expected to close by the
end of calendar year 2013, subject to 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 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 worldwide retail
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.
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
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.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
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 in
any jurisdiction in connection with the proposed merger of Office
Depot with OfficeMax 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. Office
Depot has filed with the SEC a registration statement on Form S-4
that includes a definitive Joint Proxy Statement of Office Depot
and OfficeMax that also constitutes a definitive prospectus of
Office Depot. The registration statement was declared
effective by the SEC on June 7,
2013. Office Depot and OfficeMax mailed the definitive Joint
Proxy Statement/Prospectus to their respective shareholders in
connection with the transaction on or about June 10, 2013. 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
OFFICE DEPOT, OFFICEMAX, THE TRANSACTION AND RELATED MATTERS.
Investors and shareholders are able to obtain free copies of the
definitive Joint Proxy Statement/Prospectus and other documents
filed with the SEC by Office Depot and OfficeMax through the
website maintained by the SEC at www.sec.gov. In addition,
investors and shareholders are 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, FL 33496 or by calling
561-438-7878, and are able to obtain free copies of the definitive
Joint Proxy Statement/Prospectus and other documents filed by
OfficeMax by contacting OfficeMax Investor Relations at 263 Shuman
Blvd., Naperville, Illinois
60563 or by calling 630-864-6800.
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