Mergers, Acquisitions, Divestitures, and Other Restructurings, + Website

Chapter 6Assumptions

Before beginning the merger analysis, we need to understand all core assumptions detailing the transaction at hand. Let's revisit the press release identified in the preface of this book as a core introduction of the transaction at hand.

Naperville, Ill. and Boca Raton, Fla.—OfficeMax Incorporated (NYSE:OMX) and Office Depot, Inc. (NYSE:ODP) today announced the signing of a definitive merger agreement under which the companies would combine in an all-stock merger of equals transaction intended to qualify as a tax-free reorganization. The transaction, which was unanimously approved by the Board of Directors of both companies, will create a stronger, more efficient global provider better able to compete in the rapidly changing office solutions industry. Customers will benefit from enhanced offerings across multiple distribution channels and geographies. The combined company, which would have had pro forma combined revenue for the 12 months ended December 29, 2012 of approximately $18 billion, will also have significantly improved financial strength and flexibility, with the ability to deliver long-term operating performance and improvements through its increased scale and significant synergy opportunities.

Under the terms of the agreement, OfficeMax stockholders will receive 2.69 Office Depot common shares for each share of OfficeMax common stock.

(Office Depot, OfficeMax press release, February 20, 2013)

This is a good initial summary of the transaction. ...