Office Depot extends deadline for nominating directors

Sat Feb 23, 2013 2:43am GMT

An Office Depot store is pictured in Encinitas, California, February 19, 2013. Office Depot, the No. 2 U.S. office supply retailer, is in advanced talks to merge with smaller rival OfficeMax and a deal could come as early as this week, a person familiar with the matter said on Monday. REUTERS/Mike Blake (UNITED STATES - Tags: BUSINESS LOGO) - RTR3DZUJ

An Office Depot store is pictured in Encinitas, California, February 19, 2013. Office Depot, the No. 2 U.S. office supply retailer, is in advanced talks to merge with smaller rival OfficeMax and a deal could come as early as this week, a person familiar with the matter said on Monday.

Credit: Reuters/Mike Blake (UNITED STATES - Tags: BUSINESS LOGO) - RTR3DZUJ

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(Reuters) - Office Depot Inc ODP.N said on Friday that following talks with the largest holder of its common stock, Starboard Value LP, it is extending the deadline for nominating candidates for its board at its annual meeting.

The move came two days after the office supplies retailer announced a planned merger with smaller rival OfficeMax Inc OMX.N in an all-stock deal valued at $1.17 billion based on the companies' share prices on the eve of the deal's announcement.

Office Depot stockholders will now have until the close of business on the tenth day after the company announces the date of its 2013 annual meeting to nominate directors.

The company retailer has not yet set the date of the annual meeting, but last year it took place in late April.

Before Friday's change, the deadline was February 25.

A spokesman for Office Depot said the change "is designed to give our investors additional time to consider our merger agreement, given it was announced just days before the proxy deadline."

Starboard Value LP owns 14.8 percent of Office Depot's common shares, according to Thomson Reuters.

A Starboard spokesman could not immediately be reached for comment on whether it was considering submitting candidates.

In a November 2012 letter to Office Depot's board, Starboard criticized Office Depot's voting agreement provisions with BC Partners Inc, a major investor whose preferred stock, if converted, would give it a 22 percent stake in Office Depot.

Starboard at the time noted that the voting power of the company's common shareholders is significantly diluted by the voting power of the board by virtue of the terms of BC Partners' preferred stock.

BC Partners currently has two representatives on Office Depot's board.

Office Depot said on Wednesday that BC Partners said it would vote in favor of the OfficeMax deal.

At midday on Friday the deal was worth $999.2 million, some 15 percent less than it was when announced. OfficeMax shares were also still trading nearly $1 above the value implied by the all-stock offer.

(Reporting by Nadia Damouni and Phil Wahba in New York. Additional reporting by Michael Erman in New York, and Ben Berkowitz in Boston; Editing by Matthew Lewis and Paul Simao)

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