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OfficeMax And Office Depot Receive U.S. FTC Clearance For Proposed Merger

OfficeMax Incorporated (NYSE: OMX) and Office Depot, Inc. (NYSE: ODP) today announced the U.S. Federal Trade Commission (“FTC”) has unconditionally cleared the companies’ proposed merger of equals. The companies anticipate completing the transaction after market close on November 5, 2013, subject to the satisfaction of remaining closing conditions.

As previously disclosed on February 20, 2013, Office Depot and OfficeMax announced their entry into a definitive merger agreement. The combined company, which would have had combined revenue for the 12 months ended June 29, 2013 of approximately $17 billion, will have significantly improved financial strength and flexibility, with the ability to deliver long-term operating performance and improvements through its increased competitiveness and cost synergies.

In conjunction with the closing, Office Depot and OfficeMax intend to provide additional details related to the transaction and the combined company’s operations.

“We have been preparing for the integration for the past several months and are delighted that, with this key regulatory milestone now complete, we have taken another step in our path to becoming a combined company,” said Neil Austrian, Chairman and CEO of Office Depot. “This merger represents a new beginning for Office Depot and OfficeMax - one that will enable us to create a stronger, more efficient global provider better able to compete in the dynamic and rapidly changing office solutions industry. We remain confident that the transaction will benefit our customers and shareholders for years to come, and will provide exciting new opportunities for associates as part of a global business.”

“We are very pleased to receive FTC clearance, which positions us to consummate this much-anticipated and transformative merger,” said Ravi Saligram, President and CEO of OfficeMax. “We are excited about the significant progress we have made in our integration planning, and to see the expertise and collaboration demonstrated by integration team members of both companies. Objective decisions aimed at identifying the best systems and processes for the combined company continue to be made at an appropriate pace. OfficeMax and Office Depot share a similar vision for the future, and will greatly benefit from drawing on the industry’s most talented people and combining our best practices. Our goal remains to ensure a smooth transition for all of our stakeholders and to begin capturing cost synergies as soon as possible after closing.”
   

Merger Timeline
 
February 20, 2013 OfficeMax and Office Depot announce merger of equals
 
April 9, 2013 Joint Proxy/Form S4 Registration Statement filed
 
CEO Selection Committee announced
 
Integration Planning co-chairs announced
 
May 21, 2013 Integration Management Office launched
 
May 23, 2013 The Boston Consulting Group announced as integration partner
 
July 10, 2013 Joint shareholder approval received
(More than 98% of shares voted were voted in favor of merger)
 
September 3, 2013 Substantial compliance with FTC second request certified
 
November 1, 2013 U.S. FTC clearance received
 
November 5, 2013 Anticipated transaction close
 

Other Matters

Office Depot and OfficeMax each expect to announce third quarter earnings after market close on November 4, 2013 by issuing earnings news releases and filing Form 10-Qs with the Securities and Exchange Commission. The previously announced earnings conference calls scheduled for November 5, 2013 will no longer be held. Copies of the earnings news release, 10-Q and additional prepared commentary from executive management will be made available on each company’s respective Investor Relations websites at investor.officedepot.com and investor.officemax.com.

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