Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
March 01 2013 - 1:07PM
Edgar (US Regulatory)
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: March 1, 2013
[ ], 2013
Dear Prospective Customer,
I am very pleased
to share with you the exciting news that OfficeMax and Office Depot have agreed to combine our two companies in a merger of equals. The Boards of Directors of both companies unanimously approved a definitive merger agreement entered into on February
20, 2013. The transaction is expected to close by the end of calendar year 2013, subject to stockholder approval from both companies, the receipt of regulatory approvals and other customary closing conditions. For a copy of the news release, visit
the Investors section of our website at investor.officemax.com.
As a combined company, OfficeMax and Office Depot will be better
positioned to meet the needs of business customers ranging from the sole proprietor and small business owner to multinational businesses. We expect to have the opportunity to build on our strong digital platforms and to expand our multichannel
capabilities to better serve our customers. By combining customer insights and learnings from innovative pilot programs underway, we will be better able to identify and fulfill evolving customer needs.
Until the transaction closes, OfficeMax and Office Depot will continue to compete as two separate companies. OfficeMax will continue to offer you a
robust value proposition and exemplary customer service. After the transaction closes, we expect our offerings to be even stronger. During the transition period for this transaction, decisions will be made about the combined companys executive
management team, headquarters location and brand, and we will do our best to keep you updated.
Should you have any questions about this
process, please contact your local sales representative.
We value the opportunity to be your partner and we are committed to continuing to
provide the excellent products, services and relationships for which OfficeMax is known. I am very proud to be part of OfficeMax today and I look forward to building an exciting future with you as an OfficeMax customer.
Sincerely,
Ravi Saligram
President and CEO
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.
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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.
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.
FORWARD-LOOKING STATEMENTS
Certain statements made in this document 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 OfficeMaxs future performance, as well as managements 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
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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 OfficeMaxs Annual Report on Form 10-K for the year ended December 29, 2012, under 1A Risk Factors, and in
OfficeMaxs other filings with the SEC.
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