7
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.
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 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 its Proxy Statement on
Schedule 14A, dated March 15, 2012, which are filed with the SEC.
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