Office Depot Incorporated

Robbins LLP: Acquisition of Office Depot, Inc. (ODP) by Staples, Inc. (SPLS) May Not Be in Shareholders’ Best Interests

Robbins LLP is investigating the proposed acquisition of Office Depot, Inc. (NASDAQGS: ODP) by Staples, Inc. (NASDAQGS: SPLS). On February 4, 2015, the two companies announced the signing of a definitive merger agreement pursuant to which Staples will acquire Office Depot. Under the terms of the agreement, Office Depot shareholders will receive $7.25 in cash and 0.2188 of a share of Staples stock, for a total of consideration of $11.41.

Is the Proposed Acquisition Best for Office Depot and Its Shareholders?

Robbins LLP’s investigation focuses on whether the board of directors at Office Depot is undertaking a fair process to obtain maximum value and adequately compensate its shareholders.

On November 4, 2014, Office Depot released earnings results for its third quarter 2014, reporting strong quarterly earnings. In particular, the company reported sales for the quarter were $4.1 billion, compared to $2.6 billion in the third quarter of 2013. Office Depot also reported operating income of $49 million for the third quarter of 2014, compared to a reported operating loss of $52 million in the third quarter of 2013. In addition, the company reported adjusted net income for the third quarter of $52 million, compared to adjusted net income of $27 million in the third quarter of 2013. Office Depot has beat consensus analyst estimates for sales and adjusted net income in three of its past four quarters.

In commenting on these results, Office Depot Chairman and Chief Executive Officer Roland Smith remarked, “Our third quarter results reflect excellence in execution against our critical priorities and merger integration objectives, and we are very pleased to have more than doubled our adjusted operating income from last year’s combined pro forma results. We continue to make significant progress on merger integration and have exceeded our synergy targets for the quarter. Accordingly, we are raising our 2014 outlook for adjusted operating income to a range of $255 million to $265 million, which is more than 150% higher than pro forma 2013. Looking ahead, our preliminary estimate for 2015 adjusted operating income is approximately $475 million, which is an 80% increase from our 2014 outlook.”

In light of these facts, Robbins LLP is examining Office Depot board of directors’ decision to sell the company now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects.

Office Depot shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information.

Office Depot shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, or you can complete the form below and we will contact you directly.

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