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Office Depot Sends Letter to Shareholders Highlighting Board’s Progress and Momentum on Merger with OfficeMax



  Office Depot Sends Letter to Shareholders Highlighting Board’s Progress and
  Momentum on Merger with OfficeMax

       Transaction On Track For A Successful Closing By End Of The Year

      Says Current Board Has The Right Mix Of Relevant Experience And Is
Best-Qualified To Continue Executing On Its Internal Strategic Plan And Merger

Business Wire

BOCA RATON, Fla. -- July 29, 2013

Office Depot, Inc. (NYSE: ODP), a leading global provider of office supplies
and services, today sent a letter to all shareholders highlighting the
significant progress that has been made, under the Board’s guidance, on
integration planning in the merger with OfficeMax, which is on track for a
successful closing by the end of 2013.

In the letter, Office Depot also details the unique and highly diverse
expertise its Board nominees bring to the Company. This includes substantial
retail experience along with relevant expertise in the other areas and
industries that affect Office Depot’s business such as: B2B, technology,
international, operations and strategy, finance and investment, governance,
and transaction and M&A integration. Office Depot strongly believes its Board
nominees have the right mix of relevant experience and qualifications to
continue executing on its internal strategic plan and merger with OfficeMax to
unlock real value for its shareholders.

In light of its significant progress and momentum, Office Depot urges all
shareholders to vote the WHITE proxy card for its ten Board nominees to allow
the Board to deliver long-term value for all shareholders.

A copy of the letter follows:

July 29, 2013

Dear Fellow Office Depot Shareholder:

With the annual meeting approaching, you have a very important decision to
make that will greatly impact the future of your investment in Office Depot.
Your Board and management team are hard at work executing on our multi-year
strategic plan and our transformative merger with OfficeMax. The deal with
OfficeMax has been years in the making and is progressing well toward
completion, with shareholder approval received and integration planning
running full steam ahead. As you know we also recently closed the sale of
Office Depot de Mexico, a transaction that significantly strengthens the
Company’s liquidity and financial flexibility.

Your Board and management team are also making significant progress executing
on our key strategic initiatives to improve the overall operating performance
and profitability of Office Depot’s standalone business. We have the necessary
expertise and diverse experience to understand the current retail and Office
Supply Superstores (OSS) environment, as well as the multi-channel and global
reach for our business. We also have been working diligently to address the
headwinds facing our business and industry by developing and executing upon a
detailed and proven strategy to improve our operating performance.

With the Company in the midst of its strategy to generate long-term value for
shareholders and so much already underway, your support for the Company’s
Board of Directors is critical. An activist investor in the Company’s stock,
Starboard Value LP (together with its affiliates and related parties
“Starboard”), has put forward four hand-picked nominees without the knowledge
and expertise necessary to oversee the successful implementation of the
Company’s strategic plan and merger with OfficeMax.

We encourage you to protect the future of your investment in Office Depot and
vote the WHITE card today in support of our 10 highly qualified and
experienced 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 of Directors Has the Right Mix of Relevant Experience and is
Best-Qualified to Continue Executing on its Internal Strategic Plan and Merger
                                with OfficeMax

Your Board consists of experienced individuals with highly diverse
backgrounds, carefully selected for the unique expertise they bring to the
Board. Starboard, in its most recent communication with our shareholders,
seems solely focused on the retail experience of its board nominees. The
members of your Board have substantial retail experience and are highly
qualified in other relevant areas and industries that affect Office Depot’s
business and operations including:

  * B2B
  * Retail
  * Technology
  * International
  * Operations and Strategy
  * Finance and Investment
  * Governance
  * Transaction and M&A Integration

In addition, your Board continually seeks to maintain a fresh perspective and
add additional qualified directors as needed to supplement our overall
experience and expertise and guide the future of our Company through a rapidly
changing environment. To that end, we have added six new directors in the last
six years, each after careful evaluation by our Board’s Corporate Governance &
Nominating Committee. These directors added significant retail, governance and
financial experience to the Board, and have been important participants in our
considerable progress over the past few years in turning around the standalone
performance of the Company and in formulating and executing on our important
value-enhancing transactions. Your Board’s collective industry and operational
experience will help to best position Office Depot to deliver long-term
shareholder value for all Office Depot shareholders.

   Your Board is Fully Engaged in the OfficeMax Transaction and Integration
         Planning and We Expect Successful Closing by the End of 2013

Our merger agreement with OfficeMax, a deal that has been years in the making,
is well underway and on track for a successful closing by the end of the year.
The merger was thoughtfully structured as a merger of equals that will result
in an eleven member board made up of five directors from each company plus a
CEO. At the recent special meeting, we received overwhelming support from our
shareholders, including Starboard, with 98% voting for the transaction and the
governance structure it envisions at the recent special meeting. We believe
this is a strong endorsement of the strategic rationale behind this merger: to
create a stronger and more efficient world-class provider of office products,
services and solutions, with the financial strength to compete in today’s
rapidly changing industry and deliver improved shareholder value. The final
step in the merger process will be FTC approval, which we expect to obtain in
time to close the transaction by the end of this year.

In addition, your Board and management team, in close coordination with
OfficeMax and The Boston Consulting Group (BCG), our integration consultant,
have made significant progress on integration planning including:

  * Establishing integration planning teams to develop detailed integration
    strategies, Day 1 operating plans and underlying initiatives for the
    combined company;
  * Creating an integration management office to guide day-to-day integration
    design and planning, ensure interdependencies and risks are identified,
    and make certain that mitigation plans are developed;
  * Establishing a steering committee with executives from both Office Depot
    and OfficeMax to direct the overall integration strategy and resolve any
    issues encountered by the project teams;
  * Forming a CEO selection committee with equal representation from both
    Office Depot and OfficeMax, selected from a pool of well-qualified
    directors; and
  * Hiring executive search firm Korn/Ferry International to assist the
    selection committee in identifying and evaluating the best possible
    candidates to serve as CEO.

Overall, the progress we have made in integration planning, the talent and
dedication of the teams, along with the additional analysis on the combined
company cost structure give us confidence we can achieve our synergy
projections. With such significant progress and momentum on our side, we ask
for your continued support as we work diligently towards a successful closing
of our merger with OfficeMax to fully realize the value potential of your
investment.

 Under the Guidance of Your Board, Our Strategic Plan and Key Initiatives are
                      Achieving Results for Shareholders

While your Board and management are very much engaged in executing the
OfficeMax transaction and integration planning, they are also focused on the
continued successful implementation of our multi-year business plan to improve
the company’s core operating results. Our efforts, which date back to 2007,
continue to position Office Depot for long-term performance to maximize
shareholder value. Our Board and management team have already successfully led
the Company through significant industry headwinds including increased
competition, a reduction in paper products consumption, economic conditions in
the U.S. and Europe and capital markets volatility that has impacted our
entire sector. These challenges have required the Board to be nimble in
response to external conditions, and to anticipate and address the impact of
these issues. We are seeing real results from our steady progress. So far, our
strategic initiatives have resulted in over $1 billion in benefits since 2007,
including approximately $200 million in 2012 and an estimated $120 million in
additional benefits expected in 2013.

Our initiatives are not solely focused on margin and operating expense goals
however. We also continue to invest in new products and programs in each of
our divisions to drive profitable sales and address the changing needs of our
customers to position Office Depot for long-term growth and profitability. We
strongly believe these efforts, which are beginning to show tangible results
on our balance sheet, will generate long-term value for all of our
shareholders.

      Unlock Real Value for All Shareholders: Vote The WHITE Card Today
                  to Support Your Board’s Continued Momentum

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 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 provided.

We urge you now to allow your Board and management team to do what is in the
best interests of all shareholders – executing on our strategic plan for
operational improvement, completing our integration planning and our search
for a world-class CEO, and closing the OfficeMax transaction on schedule.

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
 
REMEMBER:
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 card.

Note to Shareholders: The number of shares outstanding and entitled to vote as
of the record date is 288,788,882 as disclosed on page 83 of the proxy
statement. The number of outstanding shares reflected on pages 1 and 3 of the
proxy statement, 294,704,150, includes shares held in the treasury.

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.

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.

In connection with the merger with OfficeMax, 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 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.

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 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,
and the outcome of the 2013 Annual Meeting. 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, 561-438-3796
Investor Relations
richard.leland@officedepot.com
or
Brian Levine, 561-438-2895
Public Relations
brian.levine@officedepot.com
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