Office Depot Shareholders to Vote June 19 on Staples Merger

Office Depot shareholders will meet June 19 in Boca Raton, Fla., to vote on the retailer’s $6.3 billion proposed merger with rival Staples.

In a regulatory filing Monday, Office Depot announced a vote on the proposed merger would take place at the company’s annual meeting.

The Federal Trade Commission, which is reviewing the merger agreement, has not yet given clearance for the merger to proceed. The FTC blocked a proposed merger between the two retailers in 1997. But after it cleared Office Depot to acquire OfficeMax, the company and its board are optimistic the merger will be allowed.

Under the terms of the agreement, Office Depot shareholders would receive, for each Office Depot share, $7.25 in cash and 0.2188 of a share in Staples stock. Office Depot, based in Boca Raton, is urging shareholders to vote “yes” for the merger.

If the deal is completed, the combined companies would operate out of Framingham, Mass., where Staples is based, Staples CEO Ron Sargent has said. Office Depot would have a “presence” in Boca Raton.

In addition to the FTC review, lawsuits filed by shareholders in Palm Beach County and in Delaware claim that Office Depot and its board breached their fiduciary duty to maximize shareholder value by agreeing to activist shareholder Starboard Value’s demand that Office Depot negotiate exclusively with Staples.

This article appeared in print in the May 19th, 2015 edition of Hamodia.