 Coffee Break
May 1, 2013
FINAL
Filed by OfficeMax Incorporated
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: OfficeMax Incorporated
Commission File No.: 1-5057
Date: May 1, 2013 |
 2
©
2012 OMX, Inc.
…the combined company …
would
be the third-leading online retailer
in North America based on 2011
sales, edging past previous No. 3
Apple …
according to an Internet
Retailer estimate.”
“
This deal has been anticipated for
years, given the strategic logic and
potential synergies.”
David Gober, Morgan Stanley
February 20, 2013
“
Saligram and Austrian emphasized that the
combination, which will create a company that
will do roughly $18 billion in revenue, is a
merger of equals.”
Chicago Tribune
“
…we view ODP-OMX as a compelling
opportunity…”
Brad Thomas,
Key Banc Capital Markets
March 18, 2013
“
What the Media
are Saying
What the Analysts
are Saying
Strategically, the deal makes sense, as the
companies face a changing competitive
environment.”
The New York Times
“
Internet
Retailer |
 3
©
2012 OMX, Inc.
Merger Next Steps
Joint Proxy/Form S4 Registration
Statement
Regulatory Review
and Clearance
OMX and ODP Shareholder
Meetings
CEO Selection Process
•
Brand Decision
Location Decision
Integration Planning
•
In the meantime, business as usual!
•
Filed April 9, 2013
•
Requests OMX and ODP shareholder
approvals and registers the new
ODP shares to be issued upon
closing
•
Selection Committee
announced April 9, 2013
3 OMX Board members, 3
ODP members
•
Integration planning co-chairs announced
April 9, 2013
•
Bruce Besanko, OfficeMax EVP, CFO, CAO
Mike Newman, Office Depot EVP, CFO
•
Votes to approve merger |
The following speaker notes were distributed with Slide 3 of this Coffee Break presentation.
| • | CEO Selection Committee members: |
| • | Jim Marino (Co-Chair), OfficeMax Board member, former President and CEO of Alberto Culver Company |
| • | Rakesh Gangwal, Non-executive Chairman of the Board of OfficeMax |
| • | Francesca Ruiz de Luzuriaga, OfficeMax Board member |
| • | Nigel Travis (Co-Chair), Office Depot Board member, CEO of Dunkin Donuts |
| • | Tom Colligan, Office Depot Board member |
| • | Marty Evans, Office Depot Board member |
 4
©
2012 OMX, Inc.
Merger Information |
 |
 NO OFFER OR
SOLICITATION PARTICIPANTS IN THE SOLICITATION
6
©
2012 OMX, Inc.
This communication is not intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in any jurisdiction in connection
with OfficeMax’s proposed merger with Office Depot or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
OfficeMax and Office Depot and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the respective shareholders of
OfficeMax and Office Depot in respect of the transaction described the Joint Proxy
Statement/Prospectus. Information regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the respective shareholders of OfficeMax and
Office Depot in connection with the proposed transaction, including a description of
their direct or indirect interests, by security holdings or otherwise, is set forth in the Joint Proxy
Statement/Prospectus. Information regarding OfficeMax’s directors Office Depot has filed
with the SEC a registration statement on Form S-4 that includes a preliminary Joint Proxy Statement of
OfficeMax and Office Depot that also constitutes a preliminary prospectus of Office
Depot. The registration statement has not yet become effective. OfficeMax
and Office Depot plan to mail the definitive Joint Proxy Statement/Prospectus to their respective
shareholders in connection with the transaction. INVESTORS AND SHAREHOLDERS ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT OFFICEMAX, OFFICE DEPOT, THE TRANSACTION AND RELATED MATTERS. Investors and
shareholders may obtain free copies of the definitive Joint Proxy Statement/Prospectus and other
documents filed with the SEC by OfficeMax and Office Depot through the website maintained by
the SEC at www.sec.gov. In addition, investors
and shareholders may obtain free copies of the definitive Joint Proxy Statement/Prospectus and other
documents filed by OfficeMax with the SEC by contacting OfficeMax Investor Relations at 263
Shuman Blvd., Naperville, Illinois 60563 or by calling 630-864-6800, and may
obtain free copies of the definitive Joint Proxy Statement/Prospectus and other
documents filed by Office Depot with the SEC by contacting Office Depot Investor Relations at
6600 North Military Trail, Boca Raton, Florida 33496 or by calling 561-438-7878.
IMPORTANT
ADDITIONAL
INFORMATION
FILED
WITH
THE
SEC |
 FORWARD-LOOKING
STATEMENTS 7
©
2012 OMX, Inc.
and executive officers is contained in OfficeMax’s Annual Report on Form 10-K for the
year ended December 29, 2012 and its Proxy Statement on Schedule 14A, dated March 19,
2013, which are filed with the SEC. Information regarding Office Depot’s directors and
executive officers is contained in Office Depot’s Annual Report on Form 10-K for the
year ended December 29, 2012, as amended, which is filed with the SEC.
Certain statements made in this document and other written or oral statements made by or on
behalf of OfficeMax and Office Depot constitute "forward-looking statements"
within the meaning of the federal securities laws, including statements regarding both
companies’ future performance, as well as management's expectations, beliefs, intentions,
plans, estimates or projections relating to the future. OfficeMax and Office Depot
cannot guarantee that the macroeconomy will perform within the assumptions underlying
their respective projected outlook; that their respective initiatives will be successfully
executed and produce the results underlying their respective expectations, due to the
uncertainties inherent in new initiatives, including customer acceptance, unexpected
expenses or challenges, or slower-than-expected results from initiatives; or that their
respective actual results will be consistent with the forward-looking statements and
you should not place undue reliance on them. In addition, forward-looking statements could be
affected by the following additional factors, among others, related to the business
combination: the occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement or the failure to satisfy closing
conditions; the ability to obtain regulatory approvals or third-party approvals for the
transaction and the timing and conditions for such approvals; the ability to obtain
approval of the merger by the stockholders of OfficeMax and Office Depot; the risk that the
synergies from the transaction may not be realized, may take longer to realize than expected,
or may cost more to achieve than expected; disruption from the transaction making it
more difficult to maintain relationships with customers, employees or suppliers; the
ability to successfully integrate the businesses; unexpected costs or unexpected liabilities that may arise from the transaction,
whether or not consummated; the inability to retain key personnel; future regulatory or
legislative actions that could adversely affect OfficeMax and Office Depot; and business
plans of the customers and suppliers of OfficeMax and Office Depot. The forward-looking
statements made herein are based on current expectations and speak only as of the date they are
made. OfficeMax and Office Depot undertake no obligation to publicly update or
revise any forward-looking statement, whether as a result of future events, new
information or otherwise. Important factors regarding OfficeMax and Office Depot that may
cause results to differ from expectations are included in the companies’ respective
Annual Reports on Form 10-K for the year ended December 29, 2012, under 1A "Risk
Factors", and in the companies’ other filings with the SEC. |