March 18, 2013
Starboard Value LP (together with its affiliates, "Starboard"), the largest common shareholder of Office Depot, Inc. (NYSE:
) ("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 (the "Board"). In the letter, Starboard stated its belief that the Board must be significantly reconstituted now, whether Office Depot continues as a stand-alone company or as a merged company with OfficeMax Incorporated ("OfficeMax"). Starboard explained that a new and improved Board is needed to: (1) act to immediately improve the current operating performance of the business on a stand-alone basis and to be in position to maximize the longer term synergies with OfficeMax, if the merger is approved, (2) select a committee of Office Depot directors to work with a committee of OfficeMax directors to conduct a process to select a CEO of the combined company, and (3) contribute the most highly-qualified directors possible to the combined Office Depot / OfficeMax board. Accordingly, Starboard is nominating six highly-qualified candidates for election to the Board who have the well-balanced mix of skill sets to ensure that the Company openly evaluates all strategic alternatives and successfully addresses the challenges ahead. Starboard cautioned that waiting for a shareholder meeting to add these highly-qualified candidates on the Board is a mistake and if the Board does not immediately engage with Starboard to reconstitute the Board, then Office Depot should schedule its annual meeting of shareholders for a date prior to the potential consummation of the merger with OfficeMax so that Office Depot shareholders can choose who they want to represent them at this critical time.
The full text of the letter follows:
March 18, 2013
Members of the Board of Directors of Office Depot, Inc. Office Depot, Inc.6600 North Military Trail
Boca Raton, FL
Dear Members of the Board,