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: February 25, 2013
The following slides were used in connection with a live presentation by the OfficeMax CEO to OfficeMax Associates on
February 22,
2013, and were posted to the OfficeMax website on February 25, 2013.
Discussion of Forward-Looking Statements
FORWARD-LOOKING STATEMENTS
Certain statements made in this press release and other written or oral statements
made by or on behalf of OfficeMax constitute
"forward-looking
statements"
within
the
meaning
of
the
federal
securities
laws,
including
statements
regarding OfficeMax's future performance, as well as management's expectations,
beliefs, intentions, plans, estimates or
projections
relating
to
the
future.
OfficeMax
cannot
guarantee
that
the
macroeconomy
will
perform
within
the
assumptions underlying its projected outlook; that its initiatives will be
successfully executed and produce the results underlying its 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 its 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
undertakes
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
that
may
cause results to differ from expectations are included in OfficeMax's Annual Report
on Form 10-K for the year ended December 29, 2012, under 1A "Risk
Factors", and in OfficeMax's other filings with the SEC. |
Additional Information
NO OFFER OR SOLICITATION
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
OfficeMaxs 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.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Office Depot will file with the SEC a registration statement on Form S-4 that
will include a Joint Proxy Statement of OfficeMax
and
Office
Depot
that
also
constitutes
a
prospectus
of
Office
Depot.
OfficeMax
and
Office
Depot
plan
to
mail the 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 WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT OFFICEMAX, OFFICE DEPOT,
THE
TRANSACTION
AND
RELATED
MATTERS.
Investors
and
shareholders
will
be
able
to
obtain
free
copies
of
the
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
will
be
able
to
obtain
free
copies of the 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 will be
able to obtain free copies of the 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
561-438-3657. |
Additional Information
PARTICIPANTS IN THE SOLICITATION
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,
will
be
set
forth
in
the
Joint
Proxy
Statement/Prospectus
when
it
is
filed
with
the
SEC.
Information
regarding OfficeMaxs directors and executive officers is contained in
OfficeMaxs Annual Report on Form 10-K for the year
ended
December
29,
2012
and
its
Proxy
Statement
on
Schedule
14A,
dated
March
20,
2012,
which
are
filed
with
the SEC. Information regarding Office Depots directors and executive
officers is contained in Office Depots Annual Report on Form 10-K
for the year ended December 29, 2012 and its Proxy Statement on Schedule 14A, dated March
15, 2012, which are filed with the SEC. |
A Merger
of Equals FY 2012
OfficeMax
FY 2012
Office Depot
Adjusted
Sales
$6.9B
Adjusted
Sales
$10.7B
Adjusted
Operating
Income
$139M
Adjusted
EBIT
$131M |
Strategic
Benefits of the Merger Enhanced financial performance
Increased scale and competitiveness
Global footprint
Improved customer experience
Accelerated innovation
Combined company will leverage talented associates
and managers with deep industry knowledge |
A
Compelling Combination Company
Accomplishment
OfficeMax
Nations
12
th
largest
online
retailer*
Office Depot
Nations
6
th
largest
online
retailer*
OfficeMax
One of the 2012 Worlds Most Ethical Companies,
and the only company in the office supply industry
to receive Ethics Inside
®
Certification by the
Ethisphere Institute
Office Depot
Ranked in Top 50 of America's Corporations for
Women and Minority Business Enterprises by
DiversityBusiness.com from 2000 to 2010
OfficeMax/Office Depot
Focus on driving cost efficiencies
OfficeMax/Office Depot
Commitment to innovation (i.e., new store formats,
services for the business customer)
*
Internet
®
Retailer Magazine 2012 Top 500 list |
Improved
Customer Experience
Continued focus on a high level of service
Improved omni-channel capabilities to better
serve our valued customers
Products, services and solutions that enable
customers to work more efficiently and
productively
Accelerate change in the office solutions
business, bringing to customers innovative
solutions for todays workplace
Provide customers with a seamless experience
across retail stores, direct sales, telesales
and digital environments |
Accelerated Innovation
Sharing customer insights and learnings from
innovative pilot programs underway to better
identify and fulfill evolving customer needs
Improved and expanded eCommerce offerings
Complementary capabilities will provide
customers with better solutions faster and
more efficiently |
Global
Footprint
Strong position in multiple geographies |
What the
CEOs are Saying We are excited to bring together two companies intent on
accelerating innovation for
our
customers
and
better
differentiating
us
for
success
in
a
dynamic
and
highly competitive global industry. Together, we will have the opportunity to build
on our strong digital platforms and to expand our multichannel capabilities
to better serve our customers and to compete more effectively.
Ravi Saligram, President and CEO, OfficeMax
Office Depot and OfficeMax share a similar vision and culture, and will greatly
benefit
from
drawing
on
the
industry's
most
talented
people,
combining
our
best
practices and realizing significant savings. We are confident that this merger of
equals
represents
a
new
beginning
for
our
two
companies
and
will
allow
us
to
build a more competitive enterprise for the long term.
Neil Austrian, Chairman and CEO, Office Depot
|
What
Media and Analysts are Saying This deal has been anticipated for
years, given the strategic logic and
potential synergies.
David Gober, Morgan Stanley
the sector is certainly worth
watching, as these transformative
events unfold.
Michael Lasser, UBS
OfficeMax Inc And Office
Depot Announce Merger Of
Equals To Create Global
Office Solutions Company
Reuters
Strategically, the deal makes sense,
as the companies face a changing
competitive environment.
The New York Times
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
Office Depot and OfficeMax made
it official Wednesday morning,
announcing a $1.2 billion all-stock
merger to create a company with a
combined $18 billion in sales.
Forbes
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.
Internet Retailer
|
Adjusted Sales*°
$6.9 billion
-0.8%
Adjusted Operating Income*°
$139 million
+18%
Adjusted Earnings Per Share*°
78 cents
+28%
Cash Flow From Operations°
$185 million
+245%
Full Year 2012
Total Company
*Adjusted sales growth, adjusted operating income and adjusted earnings per share
are non-GAAP financial measures that exclude certain charges. See the
earnings press release for a reconciliation to GAAP. °Percentages are
vs. prior year. |
OfficeMax Company Strategy |