Office Depot and OfficeMax Provide Update on CEO Search

  Office Depot and OfficeMax Provide Update on CEO Search

Business Wire

BOCA RATON, Fla. & NAPERVILLE, Ill. -- August 12, 2013

Office Depot, Inc. (NYSE:ODP) and OfficeMax Incorporated (NYSE:OMX) today
provided an update on the CEO search process for the combined company as part
of the overall progress on integration planning.

At the time that Office Depot and OfficeMax agreed to merge, both companies’
boards of directors determined to undertake a comprehensive search process,
which would consider both internal and external candidates in order to
identify the best-qualified CEO to lead a combined company with $18 billion in
pro forma revenue in 2012. To date, more than 100 candidates have been
reviewed and vetted, and eight of the top candidates have already been
interviewed. The CEO Selection Committee has narrowed the selection process to
five exceptional candidates it believes can lead the combined business forward
following the merger, with the goal of having a permanent CEO in place by
September.

As announced on June 11, 2013, the two companies hired executive search firm
Korn/Ferry International to assist the CEO Selection Committee in its
comprehensive search. The Committee is co-chaired by OfficeMax Board Member
Jim Marino, the former President and CEO of Alberto Culver Company, and Office
Depot Board Member Nigel Travis, the Chairman and CEO of Dunkin’ Brands, Inc.

Each member of the Committee has been actively engaged in evaluating the slate
of candidates, including several that were suggested by Starboard Value, LP,
an investor in Office Depot’s stock. The criteria for evaluating qualified
candidates included: public company CEO with Wall Street credibility and a
global perspective, or strong executive from a Fortune 100 organization; high
integrity, team building, transformational leader with a proven track record;
and experienced business integrator.

“We are very pleased with the progress made on the joint CEO search process
and the strong caliber of CEO candidates we have at present,” said Mr. Travis.
“Our objective is to have a candidate in place prior to the closing of the
merger to address critical issues such as headquarters location, company name,
culture and strategy.

“As such, it is critical that the CEO Selection Committee maintain its
momentum in the search process. We are very concerned that the disruptive
proxy campaign currently being led by Starboard to replace four Office Depot
Board members, including two that currently sit on the CEO Selection
Committee, if successful, will prove counterproductive to the CEO selection
process," Travis continued. “Based on our discussions with Office Depot
shareholders, we believe the shareholders do not want to disrupt the CEO
search process or in any way impact the value that is attainable from the
OfficeMax merger, which this Board is intensely focused on delivering.”

OfficeMax Board Member and CEO Selection Committee Co-Chair, Jim Marino added:
“The goal of the Committee remains to identify a proven leader with the
strategic insight, operational discipline and inspirational leadership
required to deliver the synergies that come from combining the companies and
to transform the business in this highly competitive market. The Committee has
worked diligently to review candidates, assess their credentials and narrow
the slate to what we believe are outstanding business leaders. It is important
that we maintain the integrity of the search process and retain the momentum
and progress made to date by the CEO Selection Committee to ensure a timely
selection process.”

Transaction Details

On February 20, 2013, OfficeMax and Office Depot announced their entry into an
agreement to combine their companies in a merger of equals. On July 10, 2013,
stockholders of both companies approved the merger. The transaction is
expected to close by the end of calendar year 2013, subject to regulatory
approvals and the satisfaction of other customary closing conditions.

About OfficeMax

OfficeMax Incorporated (NYSE: OMX) is a leading provider of products,
solutions and services for the workplace, whether for business or at home. The
OfficeMax mission is simple: We provide workplace innovation that enables our
customers to work better. The company provides office supplies and paper,
print and document services, technology products and solutions, and furniture
to businesses and consumers. OfficeMax consumers and business customers are
served by approximately 29,000 associates through OfficeMax.com,
OfficeMaxWorkplace.com, and Reliable.com; more than 900 stores in the U.S. and
Mexico, and direct sales and catalogs. OfficeMax has been named one of the
2013 World's Most Ethical Companies, and is the only company in the office
supply industry to receive Ethics Inside® Certification by the Ethisphere
Institute. To find the nearest OfficeMax, call 1-877-OFFICEMAX. For more
information, visit www.officemax.com.

About Office Depot

Office Depot provides core office supplies, the latest technology, school
essentials, copy & print services, cleaning & breakroom products, and
furniture to consumers, teachers and businesses of all sizes through 1,614
worldwideretail stores,global e-commerce operations, a dedicated sales
force, an inside sales organization, and top-rated catalogs. The Company 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.

FORWARD-LOOKING STATEMENTS

Certain statements made in this document and other written or oral statements
made by or on behalf of OfficeMax and Office Depot constitute “forward-looking
statements” within the meaning of the federal securities laws, including
statements regarding both companies’ future performance, as well as
management’s expectations, beliefs, intentions, plans, estimates or
projections relating to the future. OfficeMax and Office Depot cannot
guarantee that the macroeconomy will perform within the assumptions underlying
their respective projected outlook; that their respective initiatives will be
successfully executed and produce the results underlying their respective
expectations, due to the uncertainties inherent in new initiatives, including
customer acceptance, unexpected expenses or challenges, or
slower-than-expected results from initiatives; or that their respective actual
results will be consistent with the forward-looking statements and you should
not place undue reliance on them. In addition, forward-looking statements
could be affected by the following additional factors, among others, related
to the business combination: the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement
or the failure to satisfy closing conditions; the ability to obtain regulatory
approvals or third-party approvals for the transaction and the timing and
conditions for such approvals; the risk that the synergies from the
transaction may not be realized, may take longer to realize than expected, or
may cost more to achieve than expected; disruption from the transaction making
it more difficult to maintain relationships with customers, employees or
suppliers; the ability to successfully integrate the businesses; unexpected
costs or unexpected liabilities that may arise from the transaction, whether
or not consummated; the inability to retain key personnel; future regulatory
or legislative actions that could adversely affect OfficeMax and Office Depot;
and business plans of the customers and suppliers of OfficeMax and Office
Depot. The forward-looking statements made herein are based on current
expectations and speak only as of the date they are made. OfficeMax and Office
Depot undertake no obligation to publicly update or revise any forward-looking
statement, whether as a result of future events, new information or otherwise.
Important factors regarding OfficeMax and Office Depot that may cause results
to differ from expectations are included in the companies’ respective Annual
Reports on Form 10-K for the year ended December 29, 2012, under 1A “Risk
Factors”, and in the companies’ other filings with the SEC.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

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 has filed with the SEC
a registration statement on Form S-4 that includes a definitive Joint Proxy
Statement of Office Depot and OfficeMax that also constitutes a definitive
prospectus of Office Depot. The registration statement 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.

Contact:

Office Depot
Investors:
Rich Leland, 561-438-3796
richard.leland@officedepot.com
or
Office Depot
Media:
Brian Levine, 561-438-2895
brian.levine@officedepot.com
or
OfficeMax
Investors:
Mike Steele, 630-864-6826
michaelsteele@officemax.com
or
OfficeMax
Media:
Julie Treon, 630-864-6155
julietreon@officemax.com
 
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