B.
Riley 14th Annual Investor Conference
May 21, 2013
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 21, 2013 |
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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 FILED WITH THE SEC
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 will be able to 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 will be able to 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 will be able to 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.
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 in 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 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 19, 2013, 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 Amendment No. 1 on Form 10-K/A, which are filed with the SEC. |
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FORWARD-LOOKING STATEMENTS
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. |
Who We Are
Fortune 500 leading provider of products, solutions, and services for the workplace,
whether for business or at home
Approximately 29,000 employees
Operations and customer base in U.S., Canada, Mexico, Australia and New Zealand
A leading player in ecommerce through OfficeMaxWorkplace.com, OfficeMax.com, and
Reliable.com
941 retail stores in the U.S. and Mexico as of the end of FY2012
* Technology includes ink and toner
Retail Segment:
$3.3 Billion
Contract Segment:
$3.6 Billion
International
31%
U.S.
69%
Supplies
& Paper
57%
Technology*
31%
Furniture
12%
Total Company Sales
Retail
48%
Contract
52%
U.S.
91%
Supplies
& Paper
43%
Technology*
50%
Furniture
7%
Mexico
9%
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Sales at a glance: $6.9 Billion (FY2012) |
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Road to Success
Vision
The Journey
Product, Services,
& Solutions
Provider
Business Focus
with SMB Emphasis
Integrated
Omni-Channel Brand
Product Distributor
Individual Customer Focus
Retail Channel Bias
From
To
Foundation
Turnaround
Transformation
5 |
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OfficeMax Strategy
Key
Strategies
Key
Enablers
Strategic
Pillars
Key
Foundation
Operational
Turnaround
Balance Sheet
Management
Disruptive &
Innovative Moves
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3
Objective: Achieve peak operating margins, restore top-line growth, improve
ROIC Breakthrough ideas for cost efficiencies/synergies
Strengthen core
Grow adjacencies
Drive Digital &
Multichannel
Monetize non-core
assets
Non-recourse debt
optics
Legacy items
Optimize store
network
New store formats
New categories
High
Caliber Service & Innovation
Integrated Strong
Talent
Culture
Systems
Execution |
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Recent Progress in Executing Strategy
Retail
Delivering omnichannel environment
Expanding services offering
Optimizing tech offering
Associate training driving customer satisfaction
Addressed price impression through visual
merchandising
Reduced ~1 million gross square feet in 2012
(~6 million since beginning of 2005)
Contract
Maintained high customer retention rates
Performance based customer relationships
Expanding adjacencies
Expanded SMB initiative into 12 markets
International turnaround
Digital Initiative
Double digit growth on OfficeMax.com
Numerous website enhancements to improve
customer experience
Implemented new search engines
Enhanced OfficeMaxWorkplace.com
2012
Compuware
Best
of
the
Web
award
Monetized Boise non-core
investment, declared special
dividend
Extinguished Lehman notes
Pension lump sum payout
Reinstated quarterly dividend
Launched tech, website, and cloud
services
Launched new small-format
OfficeMax Business Solutions
Center
Expanding our laboratory
environment
Introduced Online Store Pickup
Operational Turnaround
Balance Sheet
Management
Disruptive & Innovative
Moves |
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What Customers and Associates are Saying
store in Shawnee, KS became my
production/marketing arm for my new
successful company.
Customer, Shawnee,
KS
.
Great service and effective solution
that can be customized to our
business needs.
Customer, Healthcare Institution
Polite expert knowledge and
personal usage shared
we now
feel differently about OfficeMax!
Customer, Scottsdale, AZ
Im very confident in working at OfficeMax.
Thank you for providing such an awesome
work
environment
for
me
Ive
been
poached by other companies and I
wouldnt dream of leaving OfficeMax.
Store Associate,
Store #583, San Jose, CA
Thank you for making me love my
company again. I want to get out
and tell my customers the great
news about OMX!
Associate,
Field Sales
The online catalog is easy to
browse through. Next day
delivery, no complications
with returns
Customer,
Government Agency |
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The Next Chapter
A Merger of Equals
Creation of an ~$18B Global Office
Solutions Company |
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Enhanced financial performance
Significant synergy opportunities
Financial strength and flexibility
Increased scale and competitiveness
Broader global footprint
Improved customer experience to build brand loyalty
Accelerated innovation
Strategic Benefits of the Merger
Combined company will leverage talented associates
and managers with deep industry knowledge |
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Merger Milestones |
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|