Starboard Urges Office Depot To Explore Sale Of Office Depot De Mexico Joint Venture Interest

NEW YORK, Feb. 27, 2013 /PRNewswire/ -- Starboard Value LP (together with its affiliates, "Starboard"), the largest common shareholder of Office Depot, Inc. (NYSE: ODP) ("Office Depot" or the "Company"), with a 14.8% ownership stake, announced today that it has delivered a letter to the Board of Directors of Office Depot.  In the letter, Starboard restated its belief that the significant value of Office Depot's 50% joint venture interest in Office Depot de Mexico (the "JV Interest") is not fully reflected in the stock price of the Company.  Starboard noted that, on February 15, 2013, the Board received an offer from its joint venture partner, Grupo Gigante S.A.B. de C.V. ("Gigante"), to purchase the JV Interest for $690.5 million.  Given that Gigante's offer expires this Thursday, February 28, Starboard believes the Board of Office Depot should promptly obtain consent from OfficeMax under the merger agreement to immediately explore a sale of the JV Interest to maximize value for shareholders.  Starboard believes it is the Board's fiduciary duty to monetize the Company's interest in the joint venture given the clear benefit to both Office Depot and OfficeMax as a combined company and Office Depot as a stand-alone company.  Starboard recognizes that OfficeMax is potentially conflicted as a sale of the JV Interest, while beneficial to the combined company, would also be beneficial to Office Depot as a stand-alone business and, therefore, may strengthen a competitor should the merger not be completed.  Starboard notes that if OfficeMax does not consent to Office Depot's negotiations with Gigante or any other potential buyer regarding the sale of the JV Interest, Starboard would view this as both unreasonable and potentially anti-competitive.

The full text of the letter follows:

February 27, 2013

Members of the Board of Directors of Office Depot, Inc. Office Depot, Inc.6600 North Military Trail Boca Raton, FL 33496

cc:        Members of the Board of Directors of OfficeMax Incorporated

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