Office Depot, OfficeMax Complete Merger

by Nate Hunter

Boca Raton, Fla., and Naperville, Ill. — The combined company will use the name Office Depot Inc.

Boca Raton, Fla., and Naperville, Ill. — Office Depot Inc. and OfficeMax Inc. have completed their merger, creating a global provider of office products, services and solutions.

The combined company will use the name Office Depot Inc. and will trade on the New York Stock Exchange under the symbol ODP. In the 12 months ending at Sept. 28, 2013, Office Depot and OfficeMax had a combined revenue of approximately $17 billion.

The new company now employs about 66,000 associates worldwide and operates in 59 countries with more than 2,200 retail stores, e-commerce sites and a business-to-business sales organization. The new Office Depot Inc. will utilize a global network of wholly owned operations, joint ventures, franchisees, licensees and alliance partners.

Office supply retail is a category in transition, according to Michael Berne, president of MJB Consulting, a retail planning and real estate consulting firm based in New York City and Berkeley, Calif.

“Even in the best of times, it was still a question whether the market needed three operators with Office Depot, OfficeMax and Staples,” says Berne.

Berne expects that the merged company will shutter some of its existing stores, even though the Federal Trade Commission didn’t mandate the divestiture of any properties.

“There’s quite a bit of redundancies in many submarkets,” says Berne. “Given the pressure that the category is facing, I have to believe that there will be store closures in those cases.”

Before the merger, Office Depot and OfficeMax were trending to smaller footprints and Berne anticipates that trend to continue. He also expects the new company to modify its current retail strategy.

“It’s just going to be a different model,” predicts Berne. “They’ll try to make it more service-oriented or concentrate more on small businesses rather than the general consumer.”

Co-CEOs Will Lead New Company

The timing and any potential conditions of the Federal Trade Commission approval made it challenging for the CEO selection committee’s search to be finalized in time to coincide with the closing of the merger. Now that unconditional FTC clearance has been obtained, the committee plans to complete the process in the near future.

In the interim, as stated in the merger agreement, Neil Austrian, chairman and CEO of Office Depot, and Ravi Saligram, president and CEO of OfficeMax, will serve together as co-CEOs, executing the integration plans they and their teams have built to combine the two businesses.

The company will continue to operate in both Boca Raton and Naperville until the new CEO is on board and a decision on a headquarters location is finalized.

Transaction Details

In accordance with the terms of the merger agreement, OfficeMax shareholders will receive 2.69 shares of Office Depot Inc. common stock in exchange for each share of OfficeMax common stock. OfficeMax is now a wholly owned subsidiary of Office Depot Inc. and will no longer be publicly traded.

In total, approximately 240 million shares of Office Depot Inc. common stock were issued to OfficeMax shareholders, representing approximately 45 percent of the 530 million total shares outstanding.

— John Nelson

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