OfficeMax 2005 Annual Report Download - page 68

Download and view the complete annual report

Please find page 68 of the 2005 OfficeMax annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 132

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132

The aggregate consideration paid for the Acquisition was as follows:
(thousands)
Fair value of Company common stock issued to shareholders of OfficeMax, Inc. . . $ 808,172
Cash consideration paid for OfficeMax, Inc. common shares exchanged ........ 486,738
Transaction costs ................................................ 20,000
1,314,910
Debt assumed .................................................. 81,627
$1,396,537
The Company paid OfficeMax, Inc. shareholders $1.3 billion in connection with the acquisition,
60% of which was paid in common stock of the Company (at the time, Boise Cascade Corporation
common stock) and 40% of which was paid in cash. The total consideration paid to OfficeMax, Inc.
shareholders consisted of $486.7 million in cash and the issuance of 27.3 million shares of
Company common stock valued at $808.2 million. The value of the common shares issued was
determined based on the average market price of the Company’s common shares over a ten-day
trading period before the acquisition closed on December 9, 2003.
The Company allocated the purchase price to the assets acquired and liabilities assumed
based upon their estimated fair values, which were determined considering a number of factors,
including the use of independent appraisals. The excess of the cost of the acquisition over the fair
value of the net assets acquired was recorded as goodwill. The following table summarizes the fair
values of the assets acquired and liabilities assumed at the date of the acquisition based on the
Company’s final purchase price allocations:
December 9,
2003
(thousands)
Current assets .................................................. $1,300,543
Property and equipment ........................................... 315,166
Goodwill ...................................................... 767,930
Intangible assets ................................................ 187,600
Other assets ................................................... 123,206
Assets acquired ............................................... 2,694,445
Current liabilities ................................................ 1,083,796
Long-term debt ................................................. 81,627
Other liabilities .................................................. 214,112
Liabilities assumed ............................................. 1,379,535
Net assets acquired .............................................. $1,314,910
As a result of the acquisition, goodwill of $694.6 million was recorded in the OfficeMax, Retail
segment, and goodwill of $73.3 million was recorded in the OfficeMax, Contract segment. Of the
$767.9 million recorded in goodwill, $159.1 million is expected to be deductible for tax purposes.
64