Starboard Pleased with Delaware Court Order Prohibiting Office Depot from Further Unnecessary Delay or Postponement of Its 2013

  Starboard Pleased with Delaware Court Order Prohibiting Office Depot from
     Further Unnecessary Delay or Postponement of Its 2013 Annual Meeting

Sets Record Straight as to Events and Circumstances Surrounding Delaware
Action

Office Depot Required to Hold Annual Meeting on August 21, 2013

Starboard Withdraws Consent Solicitation and Announces Intention to Seek the
Election of Four Highly-Qualified Director Nominees at Upcoming Annual Meeting

Continues to be in Favor of OfficeMax Merger But Strongly Believes Office
Depot Board Should be Reconstituted Now with Starboard's Highly-Qualified
Director Nominees

PR Newswire

NEW YORK, June 26, 2013

NEW YORK, June 26, 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 is pleased that the Delaware Chancery Court (the
"Delaware Court") has ordered Office Depot to hold its 2013 Annual Meeting on
August 21, 2013 absent certain, limited circumstances. Starboard filed a
complaint on June 12, 2013 requesting the Delaware Court compel Office Depot
to promptly hold its 2013 Annual Meeting for the election of directors in
accordance with Delaware law since it had been more than 13 months since
Office Depot's last such meeting. Starboard had been pressing Office Depot
for several months to schedule its 2013 Annual Meeting and commenced a consent
solicitation to remove several existing directors in favor of Starboard's
nominees when it became apparent the Company would continue to indefinitely
delay holding its annual election of directors. On June 17, 2013, in clear
reaction to Starboard's lawsuit, Office Depot finally announced it will hold
its 2013 Annual Meeting on August 21, 2013.

Contrary to a statement by Neil Austrian, Chairman and Chief Executive Officer
of Office Depot, in the Company's press release issued yesterday, Office Depot
refused to advise Starboard of its intention to schedule the 2013 Annual
Meeting, thereby forcing Starboard to commence proceedings to compel an annual
meeting under Delaware law. Only after commencement of the Delaware action
did Office Depot suddenly announce the scheduled date for its 2013 Annual
Meeting. Starboard attempted to obtain Office Depot's voluntary agreement to
a stipulation that would prevent Office Depot from unilaterally delaying or
postponing the 2013 Annual Meeting any further. After Office Depot refused to
agree to such a stipulation, Starboard proceeded to file a motion seeking a
court order to such effect since it could not trust the Board to adhere to the
August 21, 2013 date.

As a result of the court order obtained by Starboard, the Company cannot
unilaterally postpone or delay the Annual Meeting any further, and
shareholders will finally have the opportunity to elect directors on August
21, 2013, close to four months after Office Depot has historically held its
annual meeting.

Based upon the court order, Starboard also announced today it has decided to
forego its consent solicitation and insteadseek the election of four of its
highly-qualified candidates, Cynthia T. Jamison, Robert L. Nardelli, Jeffrey
C. Smith and Joseph S. Vassalluzzo, at the upcoming 2013 Annual Meeting.
Starboard intends to file its proxy materials with the Securities & Exchange
Commission in the coming days.

While Starboard is in favor of the OfficeMax Merger, it continues to strongly
believe that the Office Depot Board must be significantly enhanced now with
new, highly-qualified directors to (i) 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
OfficeMax Merger is approved, and (ii) contribute the most highly qualified
directors to the combined Company's Board if and when the Office Max Merger is
consummated.

Starboard is extremely disappointed and frustrated by the Board's failure to
work constructively with Starboard to reconstitute the Board in a manner
consistent with the best interests of the Company's shareholders.

Starboard's Director Nominees for the 2013 Annual Meeting:

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 experience in handling financial and
technical turnaround challenges together with her high level, strategic
insight at the governance level, make her an excellent candidate for the
Board.

Robert L. Nardelli is the founder and Chief Executive Officer of XLR-8, LLC,
Investment & Advisory Co., an investment and consulting company, he
established in 2012. Commencing in 2007, Mr. Nardelli has served in several
capacities at Cerberus Capital Management, L.P. ("Cerberus"), a private
investment firm, including as an Interim CEO of several of its portfolio
companies and as the CEO of Cerberus Operations & Advisory Company, LLC, and
is currently the Senior Advisor to Steve Feinberg, Cerberus' founder. In 2007,
Cerberus named Mr. Nardelli to the role of Chairman and CEO of Chrysler LLC
("Chrysler"), the automaker, which he held until 2009, at which time he
returned to Cerberus. While at Chrysler, Mr. Nardelli implemented several
strategic moves that analysts say helped the firm emerge from restructuring.
Mr. Nardelli was also the CEO and Chairman of The Home Depot, Inc. ("Home
Depot"), the home improvement retailer, from 2000 through 2006, where he also
served as a director. During Mr. Nardelli's tenure, Home Depot's revenues and
net earnings doubled, 1,000 new stores were opened and 135,000 new jobs were
added. From 2002 until 2005, Mr. Nardelli served on the Board of Directors of
The Coca-Cola Company. He also held several senior executive posts at General
Electric Companyduring the period from 1971 to 2000, except from 1988 – 1992,
when he took leave of GE to become Senior Vice President and General Manager
of the Case Construction Equipment global company. While at GE, Mr. Nardelli
was the Chief Executive Officer of two of its major companies, GE Power
Systems and GE Transportation Systems. He earned an MBA from the University
of Louisville in 1975 and a Bachelor of Science degree in business from
Western Illinois University in 1971. His 40-plus years of global operating
experience, financial expertise, consistent performance and an impressive
track record serving on the boards of directors of public companies, will make
him a valuable addition to the Board.

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 and Quantum 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, and Life Time Fitness, where he is Lead
Director and Chairman of the Compensation Committee. Mr. Vassalluzzo also
operates a retail consulting business and served as a director and Chairman of
the Nominating Committee of iParty Corp until its sale to Party City Holdings
Inc. in May 2013. 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.

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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