Starboard Nominates Six Highly Qualified Candidates To The Board Of Office Depot

  Starboard Nominates Six Highly Qualified Candidates To The Board Of Office
                                    Depot

Believes that a Change in a Significant Portion of the Office Depot Board is
Required Now to Improve Operational Performance on a Stand-Alone Basis and
Oversee Integration with OfficeMax if Merger is Approved

States that New and Improved Board Should Help Select Future CEO and Be
Eligible to Serve on Combined Office Depot / OfficeMax Board

PR Newswire

NEW YORK, March 18, 2013

NEW YORK, March 18, 2013 /PRNewswire/ --Starboard Value LP (together with its
affiliates, "Starboard"), the largest common shareholder of Office Depot, Inc.
(NYSE: ODP) ("Office Depot" or the "Company"), with a 14.8% ownership stake,
announced today that it has delivered a letter to the Board of Directors of
Office Depot (the "Board"). In the letter, Starboard stated its belief that
the Board must be significantly reconstituted now, whether Office Depot
continues as a stand-alone company or as a merged company with OfficeMax
Incorporated ("OfficeMax"). Starboard explained that a new and improved Board
is needed to: (1) act to immediately improve the current operating performance
of the business on a stand-alone basis and to be in position to maximize the
longer term synergies with OfficeMax, if the merger is approved, (2) select a
committee of Office Depot directors to work with a committee of OfficeMax
directors to conduct a process to select a CEO of the combined company, and
(3) contribute the most highly-qualified directors possible to the combined
Office Depot / OfficeMax board. Accordingly, Starboard is nominating six
highly-qualified candidates for election to the Board who have the
well-balanced mix of skill sets to ensure that the Company openly evaluates
all strategic alternatives and successfully addresses the challenges ahead.
Starboard cautioned that waiting for a shareholder meeting to add these
highly-qualified candidates on the Board is a mistake and if the Board does
not immediately engage with Starboard to reconstitute the Board, then Office
Depot should schedule its annual meeting of shareholders for a date prior to
the potential consummation of the merger with OfficeMax so that Office Depot
shareholders can choose who they want to represent them at this critical time.

The full text of the letter follows:


March 18, 2013

Members of the Board of Directors of Office Depot, Inc.
Office Depot, Inc.
6600 North Military Trail
Boca Raton, FL 33496

Dear Members of the Board,

Starboard Value LP, together with its affiliates ("Starboard"), currently owns
approximately 14.8% of the outstanding common shares of Office Depot, Inc.
("Office Depot" or the "Company"), making us Office Depot's largest common
shareholder. Additionally, pro forma for the proposed merger of Office Depot
and OfficeMax Incorporated ("OfficeMax"), we believe Starboard would be the
largest shareholder of the combined company. We have strong views regarding
the current state and future direction of Office Depot and how to create
substantial value for shareholders. We have articulated some of these views
publicly in our comprehensive letter to the Board of Directors (the "Board")
on September 17, 2012, as well as privately with the Board on several
occasions. We appreciate the ongoing dialog we have had with management and
certain members of the Board over the past several months.

Although Office Depot has signed a merger agreement with OfficeMax, we believe
a change in a significant portion of the Office Depot Board is necessary and
should be implemented immediately for the following reasons. First, we are
deeply concerned with the current operating performance of the Company. We
believe a new Board that possesses the appropriate skill sets to oversee a
turnaround of Office Depot with a goal of substantially improving operating
performance is necessary whether as a stand-alone company or as a merged
company. Shareholders cannot afford to simply continue with the status quo
and hope for improved results down the road if the company is merged.
Instead, now is the time to act to immediately improve the current operating
performance of the business on a stand-alone basis and to be in position to
maximize the longer term synergies with OfficeMax if the merger is approved.
Second, if the merger should be consummated, Office Depot's Board will need
to: (i) select a committee of Office Depot directors to work with a committee
of OfficeMax directors to conduct a formal process to identify and select a
Chief Executive Officer of the combined company; and (ii) contribute the most
highly-qualified directors possible to the combined Office Depot / OfficeMax
board. For these reasons, it is critically important that the Board should be
improved now.

To this end, we are delivering a notice today nominating the following
highly-qualified candidates for election to Office Depot's Board at the 2013
Annual Meeting. These nominees possess a well-balanced mix of skill sets to
ensure that the Company successfully addresses the challenges ahead and
evaluates, with an open mind and a keen sense of urgency, all alternative
strategies to determine the best path forward to maximize value for all
shareholders. To be clear, waiting for a shareholder meeting to add our
highly-qualified candidates on the Board is a mistake. Office Depot cannot
afford to wait to improve its operating performance. As we have made clear in
our discussions, we would like to work with you to reach an agreement to
voluntarily reconstitute the Board immediately so as to include these
highly-qualified candidates. If the current Board does not engage with us now
to reconstitute the Board at this critical time, then Office Depot should
immediately take the necessary steps to schedule its annual meeting of
shareholders for a date prior to the potential consummation of the merger with
OfficeMax so that Office Depot shareholders can choose who they want to
represent them in selecting the future Chief Executive Officer of the Company
and who should be the directors eligible to serve on any pro forma board.

Starboard's Director Nominees:

James P. Fogarty is currently the Chief Executive Officer and a Director of
Orchard Brands. Mr. Fogarty was a private investor from November 2010 until
November 2011. Prior to that, Mr. Fogarty served as the Chief Executive
Officer and as a Director of Charming Shoppes, Inc., and as a Managing
Director of Alvarez & Marsal ("A&M"), where he was a member of A&M's Executive
Committee for North America Restructuring. While at A&M, Mr. Fogarty served
as President and Chief Operating Officer of Lehman Brothers Holdings Inc.
("Lehman"), subsequent to Lehman's Chapter 11 bankruptcy filing. Prior to
that, Mr. Fogarty was the President and Chief Executive Officer of American
Italian Pasta Company, the Chief Financial Officer of Levi Strauss & Co., and
Chief Financial Officer and a Director of the Warnaco Group, Inc. Mr. Fogarty
currently serves on the board of directors of Regis Corporation. Mr.
Fogarty's extensive operational and turnaround experience, coupled with his
significant public board and managerial experience, make him an excellent
candidate for the Board.

Cynthia T. Jamison serves on the board of directors of Tractor Supply Company,
where she is currently lead director and has served as the chair of several
committees since joining the board in 2002. Ms. Jamison has also served as a
director of B&G Foods, Inc., since 2004. Previously, Ms. Jamison served on
the boards of directors of Cellu Tissue Holdings, Inc. and Horizon Organic
Holding Corp. before both companies were sold at high premiums to their market
prices. As part of her role as a partner with Tatum LLC ("Tatum"), an
executive services firm, Ms. Jamison has been the Chief Financial Officer or
Chief Operating Officer of several publicly and privately held companies,
including AquaSpy, Inc., eMac, Inc, a joint venture between McDonald's
Corporation and KKR & Co. L.P., and Cosi, Inc. Prior to joining Tatum, Ms.
Jamison served as Chief Financial Officer of Chart House Enterprises and held
various positions at Allied Domecq Retailing USA, Kraft General Foods, and
Arthur Andersen LLP. Ms. Jamison's unique insight into the detailed tactics
of financial and technical turnaround challenges along with high level,
strategic insight at the governance level, make her an excellent candidate for
the Board.

Robert L. Nardelli currently operates XLR- 8, LLC as its founder and Chief
Executive Officer. and serves as a Senior Advisor to Cerberus Capital
Management. Mr. Nardelli is the former Chairman and Chief Executive Officer
of Chrysler Motors LLC and of The Home Depot, Inc. Previously, Mr. Nardelli
was with General Electric Company, where he served as Chief Executive Officer
of GE Power Systems and GE Transportation Systems. Mr. Nardelli's 40-plus
years of global operating experience, financial expertise and impressive track
record serving on the boards of directors of public companies, will make him a
valuable addition to the Board.

David N. Siegel has 16 years of experience as a successful turnaround CEO. He
is currently the President and Chief Executive Officer of Frontier Airlines.
Previously, Mr. Siegel was: Chairman and Chief Executive Officer of XOJET;
Chairman and Chief Executive Officer of Gategroup, AG; President, Chief
Executive Officer and a member of the board of US Airways Group; Chairman and
Chief Executive Officer of Avis Budget Group, Inc.; and, President of
ExpressJet, dba Continental Express. He previously served as Non-Executive
Chairman of G2 Switchworks and as a Managing Director of Hyannis Port
Capital. Mr. Siegel began his career with Bain & Company, a management
consulting firm. He currently serves on the boards of directors of Metastat,
Inc. and Republic Airways Holdings Inc. He is also a member of the advisory
board of Trilantic Capital Partners. Mr. Siegel's significant experience
dealing with complex financial and operational issues and evaluating
companies' financial performance will enable to him to provide valuable
oversight over the Company.

Jeffrey C. Smith is co-Founder, Chief Executive Officer and Chief Investment
Officer of Starboard Value LP, a New York-based investment firm that is the
largest shareholder of Office Depot. Mr. Smith has extensive public company
board experience. Currently, he serves on the board of directors of Regis
Corporation. Previously, he was the Chairman of the Board of Phoenix
Technologies Ltd. until its sale to Marlin Equity Partners, and served on the
boards of directors of Zoran Corporation until its sale to CSR plc, Actel
Corporation until its sale to Microsemi Corporation, S1 Corporation, Kensey
Nash Corp. and SurModics Inc. Mr. Smith also served as a member of the
Management Committee for Register.com. In addition to extensive public board
experience, Mr. Smith has significant experience evaluating companies from a
financial, operational, and strategic perspective to identify inefficiencies
and the resulting opportunities for value creation. Mr. Smith's extensive
public board experience and experience in a variety of industries together
with his management experience in a variety of roles will enable him to
provide invaluable oversight to the Company's Board.

Joseph S. Vassalluzzo currently serves as a director on a number of public
company boards, including Federal Realty Investment Trust, where he is Non-
Executive Chairman of the Board, Life Time Fitness, where he is Lead Director
and Chairman of the Compensation Committee, and iParty Corp, where he is
Chairman of the Nominating Committee. Mr. Vassalluzzo also operates a retail
consulting business. Previously, among other roles, Mr. Vassalluzzo was
employed by Staples, Inc. ("Staples"), from 1989 until 2005, most recently as
Vice Chairman, where he had world-wide responsibility for all of Staples' real
estate activities, including, but not limited to: the development and
management of all retail stores; distribution; office and warehouse centers;
all engineering, construction and design activities; and facilities
management. In addition, Mr. Vassalluzzo was responsible for the legal
department's activities and negotiated the majority of Staples M & A
transactions. Mr. Vassalluzzo's managerial and industry knowledge, as well as
his extensive service on public company boards, make him an excellent
candidate for the Board.

Best Regards,

Jeffrey C. Smith
Starboard Value LP

About Starboard Value LP

Starboard Value LP is a New York-based investment adviser with a focused and
differentiated fundamental approach to investing in publicly traded U.S. small
cap companies. Starboard invests in deeply undervalued small cap companies and
actively engages with management teams and boards of directors to identify and
execute on opportunities to unlock value for the benefit of all shareholders.

Investor contacts:
Peter Feld, (212) 201-4878
Gavin Molinelli, (212) 201-4828
www.starboardvalue.com

SOURCE Starboard Value LP

Website: http://www.starboardvalue.com
 
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