OfficeMax 2015 Annual Report Download - page 13

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Table of Contents

In addition to risks and uncertainties in the ordinary course of business that are common to all businesses, important factors that are specific to our industry
and our Company could materially impact our future performance and results. We have provided below a list of risk factors that should be reviewed when
considering investing in our securities.

On February 4, 2015, we entered into the Staples Merger Agreement with Staples, a Delaware corporation and Staples AMS, Inc., a Delaware corporation and
a wholly owned subsidiary of Staples (“Merger Sub”), providing for, among other things, that, upon the terms and subject to the conditions set forth therein,
Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Staples. In connection with the proposed
merger, we are subject to certain risks including, but not limited to, those set forth below.
For additional information related to the Staples Merger Agreement, please refer to the Staples Merger Form 8-K. The foregoing description of the Staples
Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement attached as Exhibit 2.1 to the Staples Merger Form 8-K.

The pendency of the Staples Acquisition of our company with Staples could continue to cause disruptions in and create uncertainty surrounding our
business, including affecting our relationships with our existing and future customers, suppliers and employees, which could have an adverse effect on our
business, results of operations and financial condition, regardless of whether the proposed Staples Acquisition is completed. In particular, we could
potentially lose additional important personnel as a result of the departure of employees who decide to pursue other opportunities in light of the Staples
Acquisition. We could also potentially lose additional customers or suppliers, and new customer or supplier contracts could be delayed or decreased. In
addition, we have allocated, and will continue to allocate, significant management resources towards the completion of the transaction, which could
adversely affect our business and results of operations.
We are subject to restrictions on the conduct of our business prior to the consummation of the Staples Acquisition as provided in the Staples Merger
Agreement, including, among other things, certain restrictions on our ability to acquire other businesses, sell or transfer our assets, amend our organizational
documents, issue stock, and incur indebtedness. These restrictions could result in our inability to respond effectively to competitive pressures, industry
developments and future opportunities, retain key employees and may otherwise harm our business, results of operations and financial condition.

There is no assurance that the closing of the Staples Acquisition will occur. Consummation of the Staples Acquisition is subject to certain conditions,
including, among other things, the absence of laws or judgments prohibiting or enjoining the merger and the receipt of certain regulatory approvals. We
cannot predict with certainty whether and when any of these conditions will be satisfied. In addition, the Staples Merger Agreement may be terminated under
certain specified circumstances, including, but not limited to, a termination of the Staples Merger Agreement by us to enter into an agreement for a “superior
proposal”. If the Staples Merger Agreement is terminated by us, we may be required to pay Staples a termination fee of $185 million. Our common stock price
has been impacted by the pending Staples Acquisition. Our common stock price will likely continue to be impacted by the developments and outcome of the
Staples Acquisition. We will have incurred
11