ODP Company Confirms Receipt of Staples’ Proposal to Acquire Consumer Business


BOCA RATON, Florida – (COMMERCIAL THREAD) – The ODP Corporation (“ODP” or the “Company”) (NASDAQ: ODP), a leading provider of business services, products and technology solutions for the digital workplace through a platform of Integrated B2B distribution with an online presence and approximately 1,100 stores, today confirmed that its board of directors has received a proposal from USR Parent, Inc. (“Staples”), the parent company of Staples and a company Sycamore Partners’ portfolio, aimed at acquiring the company’s consumer activities for $ 1 billion in cash.

ODP’s Board of Directors is carefully reviewing Staples’ proposal with the assistance of its financial and legal advisors to determine the course of action it believes is in the best interests of the company and its shareholders. No action is required from the shareholders of the Company at this time.

Last month, the company announced its intention to separate into two independent, publicly traded companies, each with a unique and highly focused investment strategy and profile.

Simpson Thacher & Bartlett LLP and Goldman Sachs & Co. LLC act as legal and financial advisers to the Company, respectively.

About ODP Company

ODP Corporation (NASDAQ: ODP) is a leading provider of business services and supplies, digital workplace technology products and solutions for small, medium and enterprises, through an integrated business-to-business (B2B) distribution platform , which includes class-leading supply chain and distribution operations, dedicated sales professionals and technicians, an online presence and approximately 1,200 stores. Through its Office Depot®, OfficeMax®, CompuCom® and Grand & Toy® banners, as well as others, the Company provides its customers with the tools and resources they need to focus on their passion to start, grow and run their business. For more information visit news.theodpcorp.com and investor.theodpcorp.com.

The ODP Corporation and Office Depot are trademarks of The Office Club, Inc. OfficeMax is a trademark of OMX, Inc. CompuCom is a trademark of CompuCom Systems, Inc. Grand & Toy is a trademark of Grand & Toy, LLC in Canada. © 2020 Office Depot, LLC. All rights reserved. All other product or company names mentioned in this document are the trademarks of their respective owners.

FORWARD-LOOKING STATEMENTS

This communication may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements or disclosures may discuss objectives, intentions and expectations regarding trends, plans, events, results of operations, cash flows or future financial situation. , the potential impacts on our business due to the unknown severity and duration of the COVID-19 epidemic, or indicate other information relating, among others, to the Company, based on current beliefs and assumptions made by, and information currently available for, management. Forward-looking statements will generally be accompanied by words such as “anticipate”, “believe”, “plan”, “could”, “estimate”, “expect”, “foresee”, “direction”, “prospect”, “have”. the intention of “,” may “,” possible “,” potential “,” predict “,” project “,” propose “or other similar words, phrases or expressions, or other variations of these words. These forward-looking statements are subject to various risks and uncertainties, many of which are beyond the control of the Company. There can be no assurance that the Company will achieve these expectations or that these beliefs will prove to be correct, and therefore, investors and stakeholders should not place undue reliance on such statements.

Factors that could cause actual results to differ materially from those of forward-looking statements include, among others, the highly competitive market for office products and the inability to differentiate the Company from other resellers of office supplies or to respond to declining sales of general office supplies or changing consumer demands; competitive pressures on the Company’s sales and pricing; the negative effects of an unsolicited takeover bid on our business, results of operations or financial condition; the risk that the Company will not be able to transform the business into a service-oriented B2B platform that such a strategy does not yield the expected benefits; the risk that the Company will not be able to achieve its strategic plans, including the announced separation of B2B Operations and the sale of CompuCom, and the high costs associated with these transactions which may not be recovered if these transactions are not carried out; the risk that the Company may not be able to realize the anticipated benefits of the acquisitions due to unforeseen liabilities, capital expenditures, expenses, future indebtedness and the unforeseen loss of key customers or the inability to achieve expected revenues, synergies, cost savings or financial performance; the risk that the Company will not be able to successfully maintain a relevant omnichannel experience for its customers; the risk that the Company will not be able to successfully execute the Maximize B2B restructuring plan or that such plan will not yield the expected benefits; the risk that the Company may fail to maximize the full potential of its CompuCom Division; the inability to effectively manage the Company’s real estate portfolio; loss of business with government entities, purchasing consortia and sole or limited supplier distribution agreements; the inability to attract and retain qualified personnel, including employees in stores, service centers, distribution centers, field and corporate offices and senior management, and the inability to maintain the supply of skills and resources in balance with customer demand; failure to execute effective advertising efforts and to maintain the Company’s reputation and brand at a high standard; disruptions to computer systems, including the provision of technological services; violation of computer systems affecting reputation, relationships and operations with business partners and customers and resulting in high costs and loss of revenue; unforeseen declines in business relationships with customers or terms with suppliers, third party vendors and business partners; disruption of global sourcing activities; changes in foreign trade policy (including tariffs imposed on certain products manufactured abroad); Office Depot branded products are subject to additional product, supply chain and legal risks; concerns about the safety and quality of manufacturers’ branded products and services and Office Depot’s private label products; covenants on the credit facility; the appearance of significant impairment charges; retained responsibility for the liabilities of acquired companies; fluctuation in quarterly operating results due to the seasonality of the Company’s activities; changes in tax laws in the jurisdictions in which the Company operates; wage and benefit cost increases and changes in labor regulations; changes in the regulatory environment, legal compliance risks, and violations of the US Foreign Corrupt Practices Act and other global anti-corruption laws; the volatility of the price of the Company’s common shares; changes or abolition of the payment of cash dividends on the common shares of the Company; macroeconomic conditions such as future declines in business or consumer spending; increases in the prices of fuel and other commodities and the cost of materials, energy and other production costs, or unforeseen costs that cannot be recouped in product pricing; unforeseen claims, charges, litigation, dispute resolution or settlement costs; catastrophic events, including the impact of meteorological events on the business of the Company; discouragement of legal actions by shareholders against the Company and its directors and officers due to the exclusive forum selection of the Court of Chancery, the Federal District Court for the District of Delaware or other state courts of Delaware by the Company as the sole and exclusive forum for such lawsuits; and the impact of the COVID-19 pandemic on the Company’s business, including demand for its products and services and those of our customers, on trade and transportation restrictions and generally on our ability to manage effectively the impacts of the COVID-19 pandemic on our business operations. The foregoing list of factors is not exhaustive. Investors and shareholders should carefully consider the above factors and other risks and uncertainties described in the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 10-Q. 8-K filed with the US Securities and Exchange. Commission. The Company assumes no obligation to update or revise any forward-looking statements.



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