SAN DIEGO and NAPERVILLE, Ill., Feb. 22, 2013 /PRNewswire/ -- Shareholder rights attorneys at Robbins Arroyo LLP are investigating the acquisition of OfficeMax Incorporated (NYSE: OMX) by Office Depot, Inc. (NYSE: ODP). OfficeMax, together with its subsidiaries, distributes business-to-business and retail office products.
On February 20, 2013, OfficeMax and Office Depot announced a definitive merger agreement whereby the companies will combine in an all-stock merger. OfficeMax shareholders will receive 2.69 Office Depot common shares for each share of OfficeMax common stock, an implied cash value of $13.50. The transaction has been unanimously approved by the board of directors at both companies and is expected to close by the end of 2013.
The Board of Directors' Actions May Prevent OfficeMax Shareholders from Receiving the Maximum Value for Their StockRobbins Arroyo LLP's investigation focuses on whether the board of directors at OfficeMax is undertaking a fair process to obtain maximum value and adequately compensate its shareholders in light of the proposed acquisition. The merger consideration is below the $15.00 target price of Sidoti and Co. and the $17.00 target price of B. Riley and Co. Further, on February 20, 2013, OfficeMax reported financial results for the fourth quarter and full year 2012. Specifically, during the full year 2012, OfficeMax generated $185.2 million in cash flow from operations compared to $53.7 million in the full year 2011. Moreover, OfficeMax's retail segment experienced an increase in gross profit margins to 28.2% in the fourth quarter of 2012 from 26.9% on the fourth quarter of 2011. Bruce Besanko, Executive Vice President, Chief Financial Officer, and Chief Administrative Officer of OfficeMax stated, "Our continued strong financial position enables us to invest in our strategic objectives, which we believe will create long-term value for shareholders." Given these facts, the firm is examining the board of directors' decision to sell OfficeMax now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects.