Newman Ferrara LLP has begun an investigation into potential claims against the board of directors of OfficeMax Incorporated (“OfficeMax”) (NYSE: OMX) concerning the proposed acquisition of OfficeMax by competitor Office Depot, Inc. (“Office Depot”) (NYSE: ODP).
On February 20, 2013, OfficeMax announced that it had entered into a definitive merger agreement to be acquired by Office Depot in an all-stock transaction. Under the terms of the merger agreement, OfficeMax shareholders will receive 2.69 shares of Office Depot common stock for each share of OfficeMax common stock owned.
The proposed deal has been reported to provide OfficeMax shareholders with consideration valued at $13.50 per share of OfficeMax stock owned, based on the closing price of OfficeMax stock on February 19, 2013, the day before the deal was announced. However, based on Office Depot’s 30-day average closing price prior to the deal’s announcement of $4.28 per share, 2.69 shares of Office Depot stock would only be valued at $11.50 per share. As of September 12, 2012, OfficeMax had a tangible book value of approximately $12.10 per share.
Newman Ferrara LLP’s investigation concerns whether OfficeMax’s Board of Directors has breached its fiduciary duties to act in the best interests of OfficeMax’s shareholders. The investigation focuses on the potential unfairness of the consideration being provided to OfficeMax’s shareholders and the process by which OfficeMax’s Board of Directors considered and approved the proposed deal.
Concerned investors may contact Newman Ferrara attorney Roy Shimon at (212) 619-5400 or
to discuss this investigation, their rights, or potential remedies.
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