Office Depot and Starboard Reach Settlement Agreement

  Office Depot and Starboard Reach Settlement Agreement

 Starboard to Withdraw Proxy Solicitation and Vote the White Card at Upcoming
                                Annual Meeting

Business Wire

BOCA RATON, Fla. -- August 20, 2013

Office Depot, Inc. (NYSE: ODP), a leading global provider of office supplies
and services, today announced that the Company and its largest shareholder,
Starboard Value LP (together with its affiliates, "Starboard"), have reached a
settlement agreement ahead of the Company’s upcoming Annual Meeting of
Shareholders on August 21, 2013. As part of the settlement agreement,
Starboard nominees Cynthia Jamison, Jeffrey Smith, and Joseph Vassalluzzo have
agreed to join the Office Depot Board and will be appointed to the Board upon
the resignations of Directors Marsha J. Evans and W. Scott Hedrick the day
after the Company’s annual meeting.

Office Depot will expand the Board from ten to eleven directors to accommodate
the additional director. Following the appointment of the new directors, the
Board will select a new non-executive lead director. In addition, upon his
appointment to the Board, Mr. Vassalluzzo will join the CEO Selection
Committee in the search process for the CEO of the combined company. He will
replace Ms. Evans. If the merger with OfficeMax is completed, Office Depot
will include both Mr. Smith and Mr. Vassalluzzo as continuing directors.

Starboard has agreed to withdraw its proxy solicitation and has committed to
vote the White proxy card in support of Office Depot’s director nominees. Any
shareholders who have already voted the Starboard Gold proxy card and who wish
to have their votes counted in the election may submit a later-dated vote on
the WHITE proxy card.

“We are very pleased to have reached an agreement with Starboard which we
believe is in the best interests of all our shareholders,” said Neil Austrian,
Chairman and CEO of Office Depot. “The resolution will allow us to continue
our progress and momentum in our proposed merger with OfficeMax. Integration
planning and the CEO search are already well underway and the merger is on
track to close on or before year-end.”

“As Office Depot’s largest shareholder, we look forward to working together
with the Office Depot Board with the common goal of maximizing value for all
shareholders through the OfficeMax transaction and the CEO selection process,”
said Jeffrey C. Smith, Managing Member, Chief Executive Officer and Chief
Investment Officer of Starboard Value.

Shareholders who need assistance in voting or who have questions about the
annual meeting may call the Company’s proxy solicitor toll-free at (877)
825-8621.

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.

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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