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Delaware Court Confirms Office Depot Annual Shareholder Meeting Date



  Delaware Court Confirms Office Depot Annual Shareholder Meeting Date

Business Wire

BOCA RATON, Fla. -- June 25, 2013

Office Depot, Inc. (NYSE: ODP), a leading global provider of office supplies
and services, announced today that the Delaware Chancery Court entered an
order in its pending litigation with Starboard Value and Opportunity Master
Fund Ltd. relating to the timing of Office Depot’s annual shareholder meeting.
Pursuant to the order, Office Depot will hold its annual shareholder meeting
on the date it previously established, August 21, 2013.

“Starboard knew we had initiated the annual meeting process before it filed
its complaint,” said Neil Austrian, Chairman and Chief Executive Officer of
Office Depot. “It was unfortunate the Company had to spend time and resources
on this distracting litigation.”

As previously announced, shareholders of record on July 11, 2013 will be
eligible to vote at the annual shareholders meeting. The location and time of
the meeting will be included in the proxy materials, which will be mailed to
shareholders in advance of the meeting.

About Office Depot

Office Depot provides office supplies and services through 1,628 worldwide
retail stores, a dedicated 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.

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 the proposed merger of Office
Depot, Inc. (“Office Depot”) with OfficeMax Incorporated (“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.

IMPORTANT INFORMATION HAS BEEN AND WILL BE FILED WITH THE SEC

Office Depot has filed with the SEC a registration statement on Form S-4
(Registration No. 333-187807) that includes a Joint Proxy Statement of Office
Depot and OfficeMax that also constitutes a prospectus of Office Depot. The
registration statement, as amended, 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 will be 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 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, FL 33496 or by
calling 561-438-7878, and will be 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.

PARTICIPANTS IN THE SOLICITATION

Office Depot and OfficeMax and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the respective shareholders of Office Depot and OfficeMax in respect of the
transaction described in 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 Office
Depot and OfficeMax in connection with the proposed transaction, including a
description of their direct or indirect interests, by security holdings or
otherwise, are set forth in the definitive Joint Proxy Statement/Prospectus
filed with the SEC on June 10, 2013. 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. 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.

OFFICE DEPOT SAFE HARBOR STATEMENT

This communication may contain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 concerning Office
Depot, the merger and other transactions contemplated by the merger agreement,
Office Depot’s long-term credit rating and its revenues and operating
earnings. These statements or disclosures may discuss goals, intentions and
expectations as to future trends, plans, events, results of operations or
financial condition, or state other information relating to Office Depot,
based on current beliefs of management as well as assumptions made by, and
information currently available to, management. Forward-looking statements
generally will be accompanied by words such as “anticipate,” “believe,”
“plan,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,”
“may,” “possible,” “potential,” “predict,” “project” or other similar words,
phrases or expressions. These forward-looking statements are subject to
various risks and uncertainties, many of which are outside of Office Depot’s
control. Therefore, investors and shareholders should not place undue reliance
on such statements. Factors that could cause actual results to differ
materially from those in the forward-looking statements include adverse
regulatory decisions; failure to satisfy other closing conditions with respect
to the merger; the risks that the new businesses will not be integrated
successfully or that Office Depot will not realize estimated cost savings and
synergies; Office Depot’s ability to maintain its current long-term credit
rating; unanticipated changes in the markets for its business segments;
unanticipated downturns in business relationships with customers or their
purchases from Office Depot; competitive pressures on Office Depot’s sales and
pricing; increases in the cost of material, energy and other production costs,
or unexpected costs that cannot be recouped in product pricing; the
introduction of competing technologies; unexpected technical or marketing
difficulties; unexpected claims, charges, litigation or dispute resolutions;
new laws and governmental regulations. The foregoing list of factors is not
exhaustive. Investors and shareholders should carefully consider the foregoing
factors and the other risks and uncertainties that affect Office Depot’s
business described in its Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and other documents filed from time to
time with the SEC. Office Depot does not assume any obligation to update these
forward-looking statements.

Contact:

Office Depot, Inc.
Richard Leland, 561-438-3657
Investor Relations
richard.leland@officedepot.com
or
Brian Levine, 561-438-2895
Public Relations
brian.levine@officedepot.com
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