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Starboard Issues Open Letter To Office Depot Shareholders

Stocks in this article: ODP

NEW YORK, Aug. 13, 2013 /PRNewswire/ -- Starboard Value LP (together with its affiliates, "Starboard"), the largest shareholder of Office Depot, Inc. (NYSE: ODP) ("Office Depot" or the "Company") with approximately 14.6% of the outstanding common stock of the Company, announced today that it has issued an open letter to Office Depot shareholders following the strong support Starboard has received from leading independent proxy voting advisory firms Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co., LLC (Glass Lewis).  Both firms have recommended that shareholders vote for Board change at Office Depot on Starboard's GOLD proxy card at the upcoming Annual Meeting on August 21, 2013.

The full text of the letter is included below:

IT IS TIME FOR CHANGE AT THIS CRITICAL JUNCTURE!

The Election of Our Highly-Qualified Nominees Will Enhance, Not Disrupt, the OfficeMax Merger Integration Process and CEO Search Process

Starboard and Its Nominees Have Always Been, and Continue to Be, Supportive of the OfficeMax Merger and Are Fully Committed to its Successful Completion, Integration, and Execution

THE BOARD'S ACTIONS HAVE BEEN SELF-SERVING AND ARE NOT ALIGNED WITH YOUR BEST INTERESTS

Office Depot Has Tilted the Playing Field by Repeatedly Refusing to Vote BC Partners' Preferred Shares Pro Rata with the Common Shareholders

Office Depot Has Repeatedly and Unnecessarily Delayed the 2013 Annual Meeting

LEADING INDEPENDENT PROXY VOTING ADVISORY FIRMS ISS AND GLASS LEWIS RECOMMEND SHAREHOLDERS VOTE THE GOLD CARD TO ELECT STARBOARD NOMINEES

Vote the GOLD Proxy Card Today!

Dear Fellow Office Depot Shareholders:

Starboard Value LP, together with its affiliates ("Starboard"), currently owns approximately 14.6% of the outstanding common shares of Office Depot, Inc. ("Office Depot" or the "Company"), making us Office Depot's largest shareholder.  The Company's 2013 Annual Meeting (the "Annual Meeting") is less than two weeks away, and shareholders have an important opportunity to not only significantly improve the composition of the Company's current board of directors (the "Board"), but to also elect truly stellar director nominees who we believe should receive top consideration for the combined ten-person board (the "Pro Forma Board") following the completion of the Company's merger with OfficeMax Incorporated (the "OfficeMax Merger"). 

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