Office Depot Mails Definitive Proxy Statement and Sends Letter to Shareholders

  Office Depot Mails Definitive Proxy Statement and Sends Letter to

  Urges Shareholders To Vote The White Proxy Card In Support Of Office Depot
                           Board At Annual Meeting

Business Wire

BOCA RATON, Fla. -- July 22, 2013

Office Depot, Inc. (NYSE: ODP), a leading global provider of office supplies
and services, today announced that the Company has filed its definitive proxy
statement with the U.S. Securities and Exchange Commission ahead of the
Company’s upcoming Annual Meeting of Shareholders on August 21, 2013.

Along with the proxy statement, Office Depot also sent a letter to all
shareholders outlining the progress the board has made on two transformative
and value-enhancing transactions: the proposed merger agreement with OfficeMax
and the sale of Office Depot de Mexico. The letter also highlights the other
key strategic initiatives already well underway under the current Board to
refocus the Company and maximize value for all Office Depot shareholders while
positioning the Company for long-term growth.

Office Depot urges all shareholders to vote the WHITE proxy card for its ten
Board nominees in order to continue the progress and momentum they have
established in doing what is best for all shareholders.

A copy of the letter follows:

July 22, 2013

Dear Fellow Office Depot Shareholder:

Enclosed with this letter are Office Depot, Inc.’s proxy materials for the
upcoming annual meeting of shareholders on August 21, 2013. This is a very
important meeting where you will be presented with a significant choice about
your investment and the future path of Office Depot. This vote could impact
the value of your investment in the company and your Board’s continuing
efforts in successfully executing our strategic plan.

We encourage you to read our enclosed proxy materials carefully and vote the
WHITE card today in support of our 10 director nominees – Neil R. Austrian,
Justin Bateman, Thomas J. Colligan, Marsha J. Evans, Eugene V. Fife, W. Scott
Hedrick, Kathleen Mason, Michael J. Massey, Raymond Svider and Nigel Travis.

Your Board and management team have spent the past few years developing and
implementing a comprehensive plan to effectively overcome the challenges
facing the office solutions industry, as more fully described below. That plan
is now starting to bear fruit, as demonstrated by the announcement of a merger
with OfficeMax and the successful sale of our interest in Office Depot de
Mexico. We recognize that there are still challenges to overcome, however,
particularly in ensuring the completion and successful integration of the
OfficeMax transaction. We currently expect to close the OfficeMax deal by the
end of calendar year 2013, after all regulatory approvals have been received
and all other conditions to closing have been met.

The critical components of the Board and management’s strategic plan include:

  *Merger with OfficeMax: We are working diligently toward closing our
    proposed merger with OfficeMax announced in February 2013, creating the
    opportunity for Office Depot shareholders to benefit from an estimated
    $400-600 million in annual synergies as well as enhanced cash generation
    and liquidity for the company to fund internal and external opportunities
    for continued growth. The merger was recently approved by shareholders in
    July 2013, with over 98% of Office Depot shareholders voting in favor of
    the merger, and has been cited by numerous analysts as the right strategic
    step for the company.
  *Sale of Office Depot de Mexico: We recently closed on the sale of our
    joint venture stake in Office Depot de Mexico to Grupo Gigante for
    approximately $690 million, an 11.6x EBITDA multiple, after long-term
    discussions with our joint venture partner over the future course of our
    arrangement with them. This sale generated after-tax proceeds of
    approximately $550 million, which significantly enhances the company’s
    liquidity as we integrate the OfficeMax transaction.
  *Multi-year strategic plan: Outside of these transactions, we are making
    solid progress on our multi-year strategic plan, which has resulted in
    over $1 billion in benefits since 2007, including approximately $200
    million in 2012 and an estimated $120 million in 2013.

In short, we are running full steam ahead in our efforts to maximize value for
all Office Depot shareholders by addressing the recent challenges in our
industry and thereby positioning the company for long-term growth. That
process was developed by this Board of Directors, and your vote is critical to
helping ensure the company's director nominees have the opportunity to finish
executing upon the strategic plan.

As you may be aware, an activist investor, Starboard Value LP (together with
its affiliates and related parties “Starboard”), is looking to add their own
hand-picked director nominees to our current Board. We urge you to disregard
any proxy materials from Starboard. Your Board strongly believes that the
election of Starboard’s nominees, who do not have the detailed knowledge and
experience necessary to oversee the successful implementation of the current
Board’s strategic plan to maximize shareholder value, would retard and
possibly imperil the continued, successful implementation of that plan.

Ironically enough, Starboard is openly supportive of most of the Board’s
actions, including the merger with OfficeMax and sale of our interest in
Office Depot de Mexico, among other actions. While we respect the right of all
of our shareholders to have their voices be heard, now is not the time to
replace any of our directors with new directors lacking detailed knowledge of
our business and operations, given the importance of the successful closing
and then integration of the OfficeMax transaction, in particular, to creating
shareholder value. This is not the time for on-the-job training.

 Office Depot Is On the Right Track to Increase the Value of Your Investment

The actions in motion right now to unlock Office Depot’s true value have taken
years of careful planning and significant time and energy from the Board to
negotiate and manage. A critical component of that plan -- the proposed
OfficeMax merger -- has not yet closed and will require continued close
attention from the Board. In fact, many of the critical issues related to the
OfficeMax merger are actively being addressed and the Board is deeply involved
in managing these pivotal decisions. This includes:

  *Joint Board Committee Overseeing CEO Search – On April 9, 2013 we
    announced the formation of a joint board committee with OfficeMax to
    oversee the process to select a CEO for the combined company. This
    committee, led by Office Depot director Nigel Travis and OfficeMax
    director Jim Marino, has already moved ahead with this process by hiring
    global talent management consultancy Korn/Ferry International, which has
    commenced a search in line with a clear set of requirements developed by
    the committee.
  *Integration Management Office – At the same time, we also announced the
    formation of a Steering Committee and Integration Management Office with
    OfficeMax to oversee integration planning, with the shared objective of
    mutually developing an integration plan designed to ensure a smooth and
    productive transition and capture the projected $400-600 million in annual
    cost synergies by the third year following the transaction’s close. This
    group is already hard at work and has hired the Boston Consulting Group to
    provide support to both companies.

While the successful integration of the OfficeMax transaction is critical to
our efforts to create shareholder value, your Board of Directors and
management are fully committed to improving the company’s core profitability
and performance to maximize value for all shareholders. We remain focused on
our multi-year strategic plan, which has already begun demonstrating
significant progress that will deliver higher value to all Office Depot

These key operating initiatives, already well underway for 2013, include:

  *Improving the web experience and making omni-channel a reality;
  *Growing services and solutions;
  *Increasing own brand and direct import penetration;
  *Driving small- and medium-size business customer growth;
  *Improving the International Division cost structure;
  *Working with vendors to decrease cost of goods sold; and
  *Reducing overall expenses.

We expect continued execution of these initiatives will result in projected
adjusted EBIT growth of over 14% in 2013.

Don’t derail the significant progress Office Depot’s Board and management have
made to unlock value for shareholders. We ask for your continued support of
our director nominees. Vote the WHITE proxy card today for your Board

Office Depot’s Board is Best-Qualified to Complete Value Creation Initiatives

Your current Office Depot Board is comprised of highly qualified nominees, who
bring deep knowledge specific to Office Depot and our business, as well as
significant relevant industry and operational experience, including years of
service as directors, CEOs and senior-level executives; financial expertise
with public company and private equity leadership; and retail and governance
experience that supports long-term shareholder value creation. Most of all, by
developing the strategic plan to create shareholder value, these experienced
leaders have demonstrated their continued commitment to transform Office Depot
for the benefit of all the shareholders and are deeply engaged in managing
these ongoing efforts.

Your Board strongly believes that a change in the guard at this stage could be
disruptive to our progress to date and is not in our shareholders’ best

With such significant progress underway, our Board strongly believes that new
Board members with different objectives will mean much of the hard work and
joint decisions already done would have to be rethought or even undone,
potentially disrupting a smooth integration process for our employees,
customers, vendors and shareholders. Now is not the time for drastic change.

 Vote the WHITE Card Today For Our Board Nominees Who Are Charging Ahead With
               Creating a Better Office Depot for Shareholders

We have also recently announced the addition of a new nominee to our current
Board of Directors. Michael Massey, previously Chief Executive Officer and
President of Collective Brands, Inc. has agreed to serve on the Office Depot
Board and stand for election at the upcoming annual meeting. Mr. Massey is a
highly qualified industry veteran who brings over 23 years of significant
retail experience to the Office Depot Board, having served in numerous senior
level roles at Collective Brands and The May Department Stores Company.

Like you, we want what is right for Office Depot and all of its shareholders.

Your vote is important in this election, and we urge you to vote TODAY so that
your voice is heard. To elect the Office Depot’s Board’s nominees, we
encourage you to vote by telephone, by Internet, or by signing and dating the
enclosed WHITE proxy card and returning it in the postage-paid envelope

We urge you now to allow your Board and management team to do what is in the
best interests of all shareholders – continue executing on our strategic plan
for operational improvement, close the OfficeMax transaction, continue making
progress on our CEO search, and our integration planning efforts to unlock
real value for all shareholders.

Thank you for your continued support.

W. Scott Hedrick             Neil R. Austrian
Lead Director                            Chairman and Chief Executive Officer

            Your Vote Is Important, No Matter How Many Or How Few
                        Shares You Own
                        If you have questions about how to vote your shares,
                        or need additional assistance,
                        please contact the firm assisting us in the
                        solicitation of proxies:
                        INNISFREE M&A INCORPORATED
                        Shareholders Call Toll-Free: (877) 825-8621
                        Banks and Brokers Call Collect: (212) 750-5833
                        We urge you NOT to vote using any Gold proxy card sent
                        to you by Starboard,
                        as doing so will revoke your vote on the WHITE proxy

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:


In connection with the solicitation of proxies, Office Depot has filed with
the Securities and Exchange Commission, a definitive proxy statement
concerning the proposals to be presented at Office Depot's Annual Meeting of
Stockholders. 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 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 materials filed by Office Depot with the SEC.


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.


Office Depot, Inc.
Richard Leland, 561-438-3796
Investor Relations
Brian Levine, 561-438-2895
Public Relations
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