FRAMINGHAM, Mass. & BOCA RATON, Fla.–(BUSINESS WIRE)–Staples, Inc. (Nasdaq: SPLS) and Appointment Depot, Inc. (Nasdaq: ODP) today appear that they intend to claiming the U.S. Federal Trade Commission’s accommodation to claiming the alliance of the two companies. The companies were a of the FTC’s accommodation beforehand today.
The proposed accretion would account customers, advisers and shareholders, and the companies attending advanced to a full, candid administrative assay of the aggressive furnishings of the transaction.
Staples and Appointment Depot will authenticate that the FTC’s accommodation is based on a awry assay and confounding of the acute aggressive mural in which Staples and Appointment Depot compete. In fact, the FTC’s accommodation to claiming the alliance contradicts its own accepted cardinal in the Appointment Depot – OfficeMax alliance in 2013, in which the agency declared the bazaar awful competitive. At the time, the FTC disqualified that Staples and Appointment Depot face “strong competition” from “a host” of competitors. The appointment articles mural has developed alike added aggressive back then.
“This alliance creates an unparalleled befalling to bigger serve barter of Staples and Appointment Depot,” said Ron Sargent, administrator and arch controlling officer, Staples. “The accumulated aggregation would accomplish cogent savings, and we’re committed to advance accumulation in lower prices for all customers. We’ll additionally use the accumulation to abide to advance in our people, technology and chump service.”
Roland Smith, administrator and arch controlling officer, Appointment Depot said, “The aggregate of Staples and Appointment Depot is based on creating an alignment able to attempt in a active bazaar with able bounded players and able new civic entrants. We are assured that this transaction is constant with the 2013 FTC account in the Appointment Depot-Office Max alliance and intend to accompany acknowledged options in adjustment to complete this transaction.”
The accretion is accepted to accomplish added than $1 billion of net synergies over the three-year affiliation aeon as the accumulated aggregation aggressively reduces all-around costs and optimizes its retail footprint. The accumulation will badly advance Staples’ cardinal reinvention, which is focused on active advance in commitment businesses and in categories above appointment supplies.
The companies intend to appearance that the FTC underestimates the confusing aftereffect of new competitors in the agenda abridgement and ignores the active antagonism Staples faces from abundant competitors, including appointment articles dealers, manufacturers affairs appointment food absolute to business customers, dealers in adjoining categories, cooperatives of bounded players, Internet resellers, big-box chains and club stores.
Alike admitting Staples and Appointment Depot disagree with the FTC’s estimation of the aggressive landscape, the companies proposed divesting added than $500 actor in bartering business in an accomplishment to complete the transaction and alleviate amazing amount for shareholders and customers. The FTC alone this solution, alike admitting it would strengthen a civic competitor, added accredit a host of absolute appointment articles dealers, and advice boyhood and woman-owned businesses attempt for civic bartering customers.
“This aggregate is acceptable for customers. It’s acceptable for shareholders, and it’s acceptable for both companies,” Sargent said. “We intend to complete this transaction and to accommodate our barter with the lower prices and bigger account that they deserve.”
IMPORTANT ADDITIONAL INFORMATION
In affiliation with the proposed merger, Staples has filed with the SEC a allotment account on Form S-4 that includes a proxy account of Appointment Depot that additionally constitutes a advertisement of Staples. Staples filed the final proxy statement/prospectus with the SEC on May 18, 2015. The allotment account was declared able by the SEC on May 15, 2015. Appointment Depot mailed the absolute proxy statement/prospectus to stockholders of Appointment Depot on or about May 19, 2015, and the stockholders accustomed the transaction on June 19, 2015. The allotment account and the proxy statement/prospectus accommodate important advice about Staples, Appointment Depot, the transaction and accompanying matters. Investors and aegis holders are apprenticed to apprehend the allotment account and the proxy statement/prospectus (including all amendments and supplements thereto) carefully.
Investors and aegis holders may access chargeless copies of the allotment account and the proxy statement/prospectus and added abstracts filed with the SEC by Staples and Appointment Depot through the web armpit maintained by the SEC at www.sec.gov.
In addition, investors and aegis holders may access chargeless copies of the allotment account and the absolute proxy statement/prospectus from Staples by contacting Staples’ Investor Relations Department at 800-468-7751 or from Appointment Depot by contacting Appointment Depot’s Investor Relations Department at 561-438-7878.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this certificate apropos the proposed transaction amid Staples and Appointment Depot, the accepted calendar for acceptable altitude to the merger, including accepting authoritative approvals, and commutual the transaction, approaching banking and operating results, allowances and synergies of the transaction, approaching opportunities for the accumulated aggregation and any added statements about Staples or Appointment Depot managements’ approaching expectations, beliefs, goals, affairs or affairs aggregate advanced attractive statements aural the acceptation of the Private Securities Action Reform Act of 1995. Any statements that are not statements of absolute actuality (including statements absolute “believes,” “anticipates,” “plans,” “expects,” “may,” “will,” “would,” “intends,” “estimates” and agnate expressions) should additionally be advised to be advanced attractive statements. There are a cardinal of important factors that could account absolute after-effects or contest to alter materially from those adumbrated by such advanced attractive statements, including: the adeptness to able the transaction; the accident that authoritative approvals appropriate for the alliance are not acquired or are acquired afterwards delays or accountable to altitude that are not anticipated; the accident that the costs appropriate to armamentarium the transaction is not obtained; the accident that the added altitude to the closing of the alliance are not satisfied; abeyant adverse reactions or changes to business or agent relationships, including those consistent from the advertisement or achievement of the merger; uncertainties as to the timing of the merger; aggressive responses to the proposed merger; acknowledgment by activist shareholders to the merger; ambiguity of the accepted banking achievement of the accumulated aggregation afterward achievement of the proposed transaction; the adeptness to auspiciously accommodate Staples’ and Appointment Depot’s operations and employees; the adeptness to apprehend advancing synergies and amount savings; abrupt costs, accuse or costs consistent from the merger; action apropos to the merger; the aftereffect of awaiting or abeyant action or authoritative investigations; the disability to absorb key personnel; any changes in accepted bread-and-er and/or industry specific conditions; and the added factors declared in Staples’ Annual Report on Form 10-K for the year concluded January 31, 2015 and Appointment Depot’s Annual Report on Form 10-K for the year concluded December 27, 2014 and their best contempo Quarterly Reports on Form 10-Q anniversary filed with the SEC. Staples and Appointment Depot abandon any ambition or obligation to amend any advanced attractive statements as a aftereffect of developments occurring afterwards the date of this document.
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