FRAMINGHAM, Mass. & BOCA RATON, Fla.--(BUSINESS WIRE)--Jan. 20, 2016--
Staples, Inc. (NASDAQ: SPLS) and Office Depot, Inc. (NASDAQ: ODP) today
announced that the Board of Directors of both companies intend to waive
the merger agreement termination date of February 4, 2016, and extend it
to May 16, 2016. The extension allows for the completion of ongoing
federal district court litigation with the Federal Trade Commission. The
companies are working to extend financing terms for the transaction, and
expect to execute the merger extension agreement once financing terms
are finalized.
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“This merger creates an unparalleled opportunity to better serve our
customers and to deliver shareholder value,” said Ron Sargent, Chief
Executive Officer of Staples. “We are committed to completing this
transaction and look forward to a full and impartial judicial review.”
On February 4, 2015, Staples and Office Depot entered into a definitive
merger agreement to combine as a single company. The combined company
will be better positioned to provide value to customers, and compete
against a large and diverse set of competitors. The company expects to
deliver more than $1 billion of annualized synergies net of investments
to provide increased value to customers by the third full fiscal year
post-closing. The combined company will be better equipped to optimize
its retail footprint, minimize redundancy, and reduce costs.
About Staples, Inc.
Staples makes it easy to make more
happen with more products and more ways to shop. Through its world-class
retail, online and delivery capabilities, Staples lets customers shop
however and whenever they want, whether it’s in-store, online or on
mobile devices. Staples offers more products than ever, such as
technology, facilities and breakroom supplies, furniture, safety
supplies, medical supplies, and Copy and Print services. Headquartered
outside of Boston, Staples operates throughout North and South America,
Europe, Asia, Australia and New Zealand. More information about Staples
(SPLS) is available at www.staples.com.
About Office Depot, Inc.
Office Depot, Inc. is a leading global provider of products, services,
and solutions for every workplace – whether your workplace is an office,
home, school or car.
Office Depot, Inc. is a resource and a catalyst to help customers work
better. We are a single source for everything customers need to be more
productive, including the latest technology, core office supplies, print
and document services, business services, facilities products,
furniture, and school essentials.
The company has annual sales of approximately $16 billion, employs
approximately 56,000 associates, and serves consumers and businesses in
59 countries with approximately 1,800 retail stores, award-winning
e-commerce sites and a dedicated business-to-business sales organization
– all delivered through a global network of wholly owned operations,
franchisees, licensees and alliance partners. The company operates under
several banner brands including Office Depot, OfficeMax, Grand & Toy,
and Viking. The company’s portfolio of exclusive product brands include
TUL, Foray, Brenton Studio, Ativa, WorkPro, Realspace and HighMark.
Office Depot, Inc.’s common stock is listed on the NASDAQ Global Select
Market under the symbol ODP. Additional press information can be found
at: http://news.officedepot.com.
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed merger, Staples has filed with the SEC a
registration statement on Form S-4 that includes a proxy statement of
Office Depot that also constitutes a prospectus of Staples. Staples
filed the final proxy statement/prospectus with the SEC on May 18, 2015.
The registration statement was declared effective by the SEC on May 15,
2015. Office Depot mailed the definitive proxy statement/prospectus to
stockholders of Office Depot on or about May 19, 2015, and the
stockholders approved the transaction on June 19, 2015. The registration
statement and the proxy statement/prospectus contain important
information about Staples, Office Depot, the transaction and related
matters. Investors and security holders are urged to read the
registration statement and the proxy statement/prospectus (including all
amendments and supplements thereto) carefully.
Investors and security holders may obtain free copies of the
registration statement and the proxy statement/prospectus and other
documents filed with the SEC by Staples and Office Depot through the web
site maintained by the SEC at www.sec.gov.
In addition, investors and security holders may obtain free copies of
the registration statement and the definitive proxy statement/prospectus
from Staples by contacting Staples’ Investor Relations Department at
800-468-7751 or from Office Depot by contacting Office Depot’s Investor
Relations Department at 561-438-7878.
Safe Harbor for Forward-Looking Statements
Statements in
this document regarding the proposed transaction between Staples and
Office Depot, the expected timetable for satisfying conditions to the
merger, including receiving regulatory approvals, and completing the
transaction, future financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined
company and any other statements about Staples or Office Depot
managements’ future expectations, beliefs, goals, plans or prospects
constitute forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Any statements that are not
statements of historical fact (including statements containing
“believes,” “anticipates,” “plans,” “expects,” “may,” “will,” “would,”
“intends,” “estimates” and similar expressions) should also be
considered to be forward looking statements. There are a number of
important factors that could cause actual results or events to differ
materially from those indicated by such forward looking statements,
including: the ability to consummate the transaction; the risk that
regulatory approvals required for the merger are not obtained or are
obtained after delays or subject to conditions that are not anticipated;
the risk that the financing required to fund the transaction is not
obtained; the risk that the other conditions to the closing of the
merger are not satisfied; potential adverse reactions or changes to
business or employee relationships, including those resulting from the
announcement or completion of the merger; uncertainties as to the timing
of the merger; competitive responses to the proposed merger; response by
activist shareholders to the merger; uncertainty of the expected
financial performance of the combined company following completion of
the proposed transaction; the ability to successfully integrate Staples’
and Office Depot’s operations and employees; the ability to realize
anticipated synergies and cost savings; unexpected costs, charges or
expenses resulting from the merger; litigation relating to the merger;
the outcome of pending or potential litigation or governmental
investigations; the inability to retain key personnel; any changes in
general economic and/or industry specific conditions; and the other
factors described in Staples’ Annual Report on Form 10-K for the year
ended January 31, 2015 and Office Depot’s Annual Report on Form 10-K for
the year ended December 27, 2014 and their most recent Quarterly Reports
on Form 10-Q each filed with the SEC. Staples and Office Depot disclaim
any intention or obligation to update any forward looking statements as
a result of developments occurring after the date of this document.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160120005359/en/
Source: Staples
Media Contacts:
Staples:
Kirk Saville, 508-253-8530
or
Office
Depot:
Karen Denning, 630-438-7445
or
Investor
Contacts:
Staples:
Chris Powers, 508-253-4632
or
Office
Depot:
Rich Leland, 561-438-3796
