Filed by OfficeMax Incorporated pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a 12 under the Securities Exchange Act of 1934 Subject Company: OfficeMax Incorporated Commission File No.: 1-5057 Date: June 20 2013
~6-8 Weeks ~6 Months 9-18 Months
PHASE 1 PHASE 2 PHASE 3
Integration design Integration planning Implementation
Develop bottom-up Day 1 plans Execute Day 1 plans
Define integration guiding
principles Prepare for Day 1 e g Execute synergy capture plans
consolidated financial
Establish detailed integration statements communication ack and verify synergy results
plan links, etc. plement balance of
Set up Integration Management Run IMO unctional integration plans
Office (IMO)
Create bottom-up synergy ecute communication and
Review communication and implementation plans change management plans
change management plans
Execute communication and
change management plans
Integration teams
Steering Committee Merchandising/COGS Supply Chain B2B Ops
Sets the course ODP OMX ODP OMX ODP OMX ODP OMX
Senior decision
makers
Retail Ops Mgmt E-Commerce Brand marketing
Integration leads ODP OMX ODP OMX ODP OMX
Integration teams (Corporate Functions)
Manages the Integration Legal HR IT
process Management Office (IMO) ODP OMX ODP OMX ODP OMX
Identifies issues / ODP OMX
interdependencies Finance/Account Indirect procurement Communication/PR
ODP OMX ODP OMX ODP OMX
Platform teams Sub-teams as needed
Design synergy
capture
Enable the Project mgmt Own planning
implementation Baselines & synergies Responsible for synergies
Communications Develop options & recommendations
Raise issues and offers solutions
Culture and change Support go forward organization planning
Talent mgmt & baseline
Steering committee Integration Management Platform teams Integration teams
(SC) Office (IMO)
Coordinates the integration Provide support across Design and carry out the
Leads the integration process; reports directly to all teams as part of IMO integration planning and
process integration leads structure execution
Articulates integration goals PlansPlans, coordinates,oordinates tracks Provide specialistpecialist supportupport to AnalyzeAnalyze integrationntegration issuesissues
and principles overall integration plan process integration teams
and timelines Create individual sub-teams
Sets boundaries shapes Define policies and to design integration at
vision Establishes team structures, processes related to core operational level
charters and processes integration activities; eg
Validates trade-offs, makes – HR selection, employee Prepare bottom-up targets
compromises enforces Provides guidance and support engagement
objectives and reviews to teams and severance Develop options and
strategic choices Synergy and one time recommendations for SC
Reviews and challenges team cost estimation and
Approvesoves integrationtegration process,ocess output and targetsargets tracking Plan and manageanage
team charters and targets – Communications plan integration implementation
Identifies and resolves
Discussion forum for cross-team dependencies Ensure alignment and Develop plan to transition
tough decisions consistency in implementation to the line
Sets agendas for executive recommendations of other after close
Signs off progress against steering committee’s teams where necessary
plans and targets attention/decisions Work collaboratively as
Define own integration needed with executive
priorities sponsors PM support and
BCG advisor
Exec sponsors Team lead
OMX
Integration teams ODP OMX ODP OMX Support
Merchandising / COGS Bob Moore Ron Lalla Michael Mahler Kelli Guhde Kevin Kaminski
EVP EVP VP VP VP
Supply chain Brent Beabout Larry Hartley Bob Zelis Rob Saper
SVP SVP Director VP
B2B Ops Steve Calkins John Kenning David Trudnowski Mary Dunnam Michelle Borzych
SVP EVP VP SVP Director
Retail Ops Juan Guerrero Michael Lewis Mario Bevilacqua Chris Richardson
SVP EVP Sr. Manager VP
E-commerce Mike Kirschner Jim Barr Casey Cannon Tim Kurth Jim Hulslander
SVP EVP Director VP Sr. Director
Brand marketing Bob Moore Kim Feil Diane Nick Tim Wilson Mickie Gordon
EVP CMO VP VP VP
Legal Elisa Garciaarcia Matt Broad Elisa Garciaarcia Matt Broad
EVP EVP EVP EVP
HR Michael Allison Steve Parsons Robyn Tyler Jeff Johnson
EVP EVP VP SVP
IT Todd Hale Jim Barr Andrew Parry Charlie Baugh Tim Terry
EVP EVP VP SVP VP
Finance / accounting Mike Newman Bruce Besanko Vernon Hendricks Deb O’Connor
EVP CFO VP SVP
Indirect procurement Kim Moehler Larry Hartley David Elford Mike Williams
SVP SVP Sr. Director Sr. Director
Communications / PR Neil Austrian Ravi Saligram Brian Levine Julie Treon Karen Denning
CEO CEO VP VP Sr. Director
~88wweekse ~4-6 monthsonths (depending on close) ~9-18 months
Phase 1: Design Phase 2: Planning Phase 3: Implementation
IntegrationIntegration leadead
5/14 on-boarding 7/1
Phase 1 Projected Phase 1
Start Date End Date
1A Team Charter 2A Bottom-up synergies 3A Integration activity
1B Day 1 Priorities targets 3B Synergy realization
1C High Level Activity Plan 2B Detailed Day 1planning 3C Transition to Newco
1D Functional Differences 2C Organization planning daily operations
2D Detailed synergy
Phase 1 Focus capture planning
for Integration Teams 2E Target operating model
OfficeMax Office Depot
CEO Ravi Saligram Neil Austrian
Steering CFO Bruce Besanko Mike Newman
Committee HR Steve Parsons Michael Allison
GC Matt Broad Elisa Garcia
IMO leads Paul Hoelscher Vince Pierce
Proj mgmt Steve MacCarthy Nathan Warner
Synergies Julia Prokofieva Sharon McGregor
Platform Terri Mayes, Kevinevin
Talent Robyn Tyler
teams Pope
Comms Angela Gorman Don Mears
Ronda Aimi Kevin
Culture Don Mears
Pope
Project management Baseline and synergies Talent Management and
baseline
e
g g Master Integration Timeline Synergy guidelines Headcount synergy baseline
r
e nni SteerCo Decision calendar Financial baseline Up-front org structure and resource
n Team Submission calendar Top-down synergy estimates differences
y n
s la Clean team protocol Allocated synergies Associate engagement plan
n pl Day 1 inventory One time costs differences
d Integration team composition/leads Sequenced view of synergy impact Go-forward associate engagement
s n plan
a Team charters and timelines by quarter
c Reporting templates / tools (e.g. Financial tracking principles Org design process
F dashboard) Talent management team and org
Phase Two kick off materials design charters
Steerco materials
s
ie g Communications Culture & change
g nnin
n n Stakeholder analysis Belief audit / stakeholder interview
y lapl Communication objectives findings
le Communications protocol Pulse checks
b n d Communications plan (multi-channel Initial cultural action plan
n a multi-stakeholder) On-boarding process for integration
E Communications tracking / KPIs teams
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 the proposed merger of OfficeMax Incorporated (“OfficeMax”) with Office Depot, Inc. (“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 INFORMATION HAS BEEN AND WILL BE FILED WITH THE SEC
Office Depot has filed with the SEC a registration statement on Form S 4 that includes a definitive Joint Proxy Statement of OfficeMax and Office Depot that also constitutes a definitive prospectus of Office Depot The registration statement was declared effective by the SEC on June 7 2013 OfficeMax and Office Depot mailed the definitive Joint Proxy Statement/Prospectus to their respective shareholders in connection with the transaction on or about June 10, 2013 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 BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT OFFICEMAX, OFFICE DEPOT, THE TRANSACTION AND RELATED MATTERS. Investors and shareholders are able to obtain free copies of the definitive 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 are able to obtain free copies of the definitive 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 are able to obtain free copies of the definitive 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 7878
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 definitive 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, is set forth in the definitive Joint Proxy Statement/Prospectus Information regarding OfficeMax’s directors and executive officers is contained in OfficeMax’s 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 Depot’s directors and executive officers is contained in Office Depot’s Annual Report on Form 10-K for the year ended December 29, 2012 and Amendment No. 1 on Form 10-K/A, which are filed with the SEC.
FORWARD-LOOKING STATEMENTS
Certain statements made in this document and other written or oral statements made by or on behalf of OfficeMax and Office Depot constitute “forward-looking statements” within the meaning of the federal securities laws, including statements regarding both companies’ future performance, as well as management’s expectations, beliefs, intentions, plans, estimates or projections relating to the future. OfficeMax and Office Depot cannot guarantee that the macroeconomy will perform within the assumptions underlying their respective projected outlook; that their respective initiatives will be successfully executed and produce the results underlying their respective expectations due to the uncertainties inherent in new initiatives including customer acceptance, unexpected expenses or challenges, or slower-than-expected results from initiatives; or that their respective actual results will be consistent with the forward-looking statements and you should not place undue reliance on them. In addition, forward-looking statements could be affected by the following additional factors among others related to the business combination: the occurrence of any event change or other circumstances that could give rise to the termination of the merger agreement or the failure to satisfy closing conditions; the ability to obtain regulatory approvals or third-party approvals for the transaction and the timing and conditions for such approvals; the ability to obtain approval of the merger by the stockholders of OfficeMax and Office Depot; the risk that the synergies from the transaction may not be realized may take longer to realize than expected or may cost more to achieve than expected; disruption from the transaction making it more difficult to maintain relationships with customers employees or suppliers; the ability to successfully integrate the businesses; unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; the inability to retain key personnel; future regulatory or legislative actions that could adversely affect OfficeMax and Office Depot; and business plans of the customers and suppliers of OfficeMax and Office Depot The forward-looking statements made herein are based on current expectations and speak only as of the date they are made. OfficeMax and Office Depot undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise. Important factors regarding OfficeMax and Office Depot that may cause results to differ from expectations are included in the companies’ respective Annual Reports on Form 10 K for the year ended December 29 2012 under 1A “Risk Factors” and in the companies’ other filings with the SEC