Office Depot, OfficeMax Said to Discuss Merger Amid Pressure

Office Depot Inc. and OfficeMax Inc. are discussing a merger with a deal possible this week, said a person familiar with the matter. The shares surged.

The companies have been discussing a potential stock swap that would create a single office-supply retailer to compete with Staples Inc., said the person, who asked not to be identified because the talks are private. Office Depot, the second-largest office-supplies retailer in the U.S., has been exploring options since September, when activist fund Starboard Value LP became its largest shareholder.

A merger would create a company with almost $18 billion in revenue, compared with $25 billion in revenue last year for Staples. A deal also could be a victory for Starboard, which has been pushing Office Depot to create value for shareholders. The shares had declined about 90 percent from a peak in 2006.

Office Depot surged 9.4 percent to $5.02 at the close in New York. OfficeMax rose 21 percent to $13.

Office Depot closed at $4.59 on Feb. 15 in New York, down from a peak of $44.46 in May 2006. That gave the company a stock-market value of $1.31 billion, more than OfficeMax’s value of $932.5 million based on last week’s $10.75 closing price.

Starboard Victory

Starboard Chief Executive Officer Jeffrey Smith wrote a letter to Office Depot CEO Neil Austrian on Sept. 17 arguing that the retailer’s “poor operating performance” has hurt the stock. Smith, whose firm owns 13 percent of the chain, recommended smaller stores carrying fewer items. It also should cut general expenses and lower advertising costs, he said.

While Starboard would support the idea of a merger, the firm would need to see terms of the deal before approving anything proposed between the two retailers, said a person familiar with that matter.

Julie Treon, a spokeswoman for Naperville, Illinois-based OfficeMax, wouldn’t confirm merger talks.

“There have been rumors for a while about consolidation in the marketplace,” Treon said by phone. “It’s also been our policy not to comment on market rumors or speculation.”

Brian Levine, a spokesman for Boca Raton, Florida-based Office Depot, declined to comment in an e-mail. The Wall Street Journal reported the talks yesterday on its website.

A combination may generate as much as $580 million in cost savings, Daniel Binder, an analyst for Jefferies & Co. in New York, wrote in a note to clients. Both chains have been closing locations and that trend would accelerate with a merger as about 50 percent of their store territories overlap, he said.

Store Closings

The combined OfficeMax and Office Depot may close or sell as many as 600 locations, giving Staples an opportunity to increase sales in those areas, Gary Balter, an analyst for Credit Suisse Group AG in New York, wrote today in a note to clients. Staples rose 12 percent to $14.50.

Staples had 2,295 stores worldwide as of Jan. 28, 2012. In statements earlier this month, Office Depot said it had about 1,675 global locations and OfficeMax said it had about 900 stores in the U.S. and Mexico.

Any deal struck may be challenged by the Federal Trade Commission, said David Balto, an antitrust attorney in Washington who was the FTC’s director of policy for six years ending in 2001. He worked on the FTC’s lawsuit that stopped Staples from acquiring Office Depot in 1997.

Balto said reducing the number of big-box office retailers from three to two may be viewed as anti-competitive, just as it was back then. In addition, the Obama administration has been tough about enforcing antitrust laws, he said.

‘Stiff Wind’

“They are facing a stiff wind,” Balto said in a phone interview. “You have three players right now and they want to reduce it by one. That rivalry results in better pricing and services for consumers.”

The industry has “dramatically changed” since 1997 with consumers having more choices since the emergence of online competitors such as Inc., Binder said in the same note. It is these competitors and the digitization of the office that can no longer support three national office-supply chains, he said.

As small businesses, the main customer of all three chains, shifted to using fewer pens and filing cabinets, the companies have broadened their selection into technology products such as software, tablets and smartphones. The chains have also branched out into offering more services such as copy printing and computer repair.

Poison Pill

In response to pressure from Starboard, Office Depot adopted a so-called poison-pill provision on Oct. 30. The retailer passed a shareholder rights plan that would give its investors additional shares if one entity surpasses 15 percent ownership, it said in a statement at the time. Starboard owned 14.8 percent of the retailer as of Oct. 12.

The provision is designed to protect all stockholders “against potential acquirers who may seek to take advantage of the company and its stockholders through coercive and unfair tactics aimed at gaining control of the company without paying all stockholders a full and fair price,” according to the statement.

Office Depot also hired Morgan Stanley as an adviser to defend against Starboard’s actions, the person said.

There has been speculation of a merger between the two smaller office retailers since last year. A combination of Office Depot and OfficeMax would be “natural,” Staples Chairman and CEO Ronald Sargent said last year at a conference. The FTC is more likely to allow such a combination than if Framingham, Massachusetts-based Staples were to buy either company, he said.

Mexican Unit

Separately, Office Depot is in talks to sell the remaining 50 percent of its Mexican unit to Grupo Gigante SAB, people familiar with the situation said Feb. 15.

Grupo Gigante, which already owns the other half of Office Depot de Mexico, is in discussions with local banks to help finance the deal, said the people, who asked not to be identified because the talks are private. The sides are considering other options and the talks may still fall apart, said one person.

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