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Office Depot, OfficeMax Deal Approved After False Start, Confusion

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After a morning filled with false starts and confusion, office supply retailers Office Depot and OfficeMax on Wednesday announced a deal approved by the boards of both companies.

Under the terms of the deal, OfficeMax stockholders will receive 2.69 Office Depot common shares for each share of OfficeMax common stock. In a joint statement, the office suppliers said the new company would be valued at$18 billion, and would achieve "significant synergy opportunities."

The original terms were announced prematurely in Office Depot's fourth quarter earnings release before lawyers and executives had a chance to give the deal their final blessing, The New York Times reported earlier. The release was quickly taken down by Office Depot, leaving investors scratching their heads.

The combined company – whose new name, brand and headquarters have yet to be determined – will have a board comprised of "equal representation and governance rights from each of the two companies," Office Depot said in a statement.

"Both incumbent CEOs, as well as external candidates, will be considered in the search process. Neil Austrian, the Chairman and CEO of Office Depot, and Ravi Saligram, the President and CEO of OfficeMax will remain in their current positions through the completion of the search process," the statement added.

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.

The deal, one of several large-scale acquisitions announced within the last week, had originally been buried within Office Depot's earnings, which fell far short of market expectations. During the quarter, the company swung to a $7.3 million loss, or four cents a share.

Excluding items, the company broke even during the quarter, versus three cents in the prior year on revenues of $2.62 billion. Office Depot was expected to show profits of 4 cents on $2.76 billion in revenues, according to estimates by Thomson Reuters.

The two companies are competitors to Staples, the world's largest supplier of office goods who dominates the space. The deal appears to be an attempt by both Office Max and Office Depot to become more competitive with Staples, even as they confront declining market share and consumers that move to buy online.

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