Starboard Comments on Last-Minute Attempt By Office Depot To Mislead Shareholders Regarding Recent Settlement Negotiations

     Starboard Comments on Last-Minute Attempt By Office Depot To Mislead
            Shareholders Regarding Recent Settlement Negotiations

Starboard Has Tried to Work Constructively with Office Depot Board for Many
Months to Reach a Compromise in the Best Interests of Shareholders, But
Company Entirely Unwilling to Negotiate in Good Faith

Exposing Settlement Discussions in Highly Misleading Manner Demonstrates that
Office Depot Never Truly Intended to Reach a Compromise in Best Interests of
Shareholders

Office Depot Required Onerous, Multi-Year Standstill into 2015 While Refusing
to Agree to Re-Nominate Starboard's Directors on Pro Forma Board at 2014
Annual Meeting

Office Depot Fails to Disclose Starboard's Counter-Offer from Last Night and
the Company's Unilateral Imposition of Arbitrary Deadline for Settlement
Discussions

Urges Shareholders to Follow the Lead of ISS and Glass Lewis in Supporting
Change by Voting on the GOLD Proxy Card

PR Newswire

NEW YORK, Aug. 20, 2013

NEW YORK, Aug.20, 2013 /PRNewswire/ --Starboard Value LP (together with its
affiliates, "Starboard"), the largest shareholder of Office Depot, Inc.
(NYSE:ODP) ("Office Depot" or the "Company") with approximately 14.6% of the
outstanding common stock of the Company, commented today on misleading
statements made by Office Depot in a press release issued this morning
regarding negotiations around attempts to reach an amicable resolution to the
proxy contest.

"As has been the case throughout this election contest, we have attempted on
numerous occasions to work constructively with the Company," stated Jeffrey C.
Smith, Managing Member, Chief Executive Officer and Chief Investment Officer
of Starboard Value. "For months now, the Board has not been willing to engage
in constructive settlement discussions. It is only now, in the days leading
up to the Annual Meeting, that the Company, under pressure from shareholders
and proxy advisory firms, and with the vote not going its way, has
demonstrated any willingness to reach a compromise. Unfortunately, they have
painted a highly misleading, self-serving picture of the settlement
discussions that took place to try to make shareholders believe we are being
unreasonable."

Mr. Smith continued, "The truth is that we made every attempt to work with
Office Depot over the past few days to reach a compromise that would vastly
improve the current Board and the Pro Forma Board. Unfortunately, Office
Depot is not telling you that it was entirely unwilling to entertain any
settlement offer that involved the replacement of three incumbent directors
with three of Starboard's highly qualified nominees, as is completely in line
with the recommendations of the leading proxy advisory firms. Office Depot is
also not telling shareholders that its settlement proposal required Starboard
to agree to onerous standstill provisions well into 2015, while the Company
refused to agree to re-nominate the Starboard nominees for election to the Pro
Forma Board at the 2014 Annual Meeting expected to occur in early 2014."

"Office Depot also failed to mention that Starboard made a counter-offer last
night that included many of the provisions in the Company's proposal, but that
required (i) the Board to be composed of ten directors in total, including
three Starboard nominees and (ii) given the Company's insistence that it will
not agree to be obligated to re-nominate two ofStarboard's representatives to
the Pro Forma Board at the April 2014 Annual Meeting,the removal of the
relatedstandstill provision that would prevent Starboard from nominating
directors until 2015. ISS and Glass Lewis have each recommended that at least
three Starboard nominees should be elected to the Board and at least three
incumbent Board members should come off the Board. Unfortunately, the Company
remains insistent on trying to protect its own interests by proposing to
increase the size of the Board to eleven in order to keep another one of its
existing members on the Board. Do not be misled. The settlement discussions
did not break down because of Starboard. Starboard had just proposed a
settlement that included the replacement of three out of ten directors with
Starboard nominees and the same committee representation and Pro Forma Board
representation as previously proposed by the Board. The Company refused to
consider the proposal and instead instituted an arbitrary deadline of 10:30 PM
ET last night for discussions to end. Starboard is and would be happy to
continue discussions to get to the right conclusion to this proxy contest in
the best interests of shareholders. It was the Company that instituted an
arbitrary deadline 36 hours before the Annual Meeting for no apparent reason
other than to be able to put out a misleading press release which disclosed
private discussions that the parties had agreed would remain confidential in
an effort to paint us as unreasonable. We are confident that shareholders
will see right through these late-hour, transparent attempts by the Company to
sway votes when the results are not going their way."

"Make no mistake, we wanted to continue discussions and even after the
arbitrary deadline was imposed, we asked to continue those discussions.
Instead, the Company refused and chose to break its commitment to us to keep
these discussions confidential. Despite this act of bad faith, we remain
committed to doing what is best for shareholders and are willing to continue
engaging with the Company to reach a mutually agreeable settlement."

Starboard appreciates the overwhelming support it has received from fellow
shareholders to date and looks forward to working to protect the best
interests of all shareholders.

WE URGE SHAREHOLDERS TO SIGN, DATE, AND MAIL THE GOLD PROXY CARD TODAY

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

Okapi Partners

Bruce H. Goldfarb/Patrick McHugh
(212) 297-0720

SOURCE Starboard Value LP

Website: http://www.starboardvalue.com
 
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