OfficeMax 2015 Annual Report Download - page 14

Table of Contents
significant costs, including, among other things, the diversion of management resources, for which we will have received little or no benefit if the closing of
the Staples Acquisition does not occur. A failed transaction may result in negative publicity and a negative impression of us in the investment community.
The occurrence of any of these events individually or in combination could have a material adverse effect on our results of operations and the market price of
our common stock.
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We completed a merger with OfficeMax on November 5, 2013, pursuant to which OfficeMax became an indirect, wholly-owned subsidiary of our Company.
The Merger involved the integration of two companies that previously operated independently with principal offices in two distinct locations. We have
devoted, and will continue to devote, significant management attention and resources to integrating the companies. The combined company is expected to
capture more than $750 million in synergy benefits when the integration is fully implemented. Additionally, in response to economic and competitive factors
in our industry, we may, from time to time, undertake certain restructuring activities within our business divisions to improve our performance. In recent
years, the International Division has undergone significant restructuring activities, including disposing of assets and streamlining processes, primarily in
Europe in an effort to be more responsive to customer needs and further improve processes. In 2015, we substantially completed the European-wide
restructuring plan to realign the business organization from a geographic focus to a business channel focus.
We may not be able to achieve the expected Merger synergies or restructuring benefits due to certain risks, among other things, risks that:
• the continued integration of the businesses of Office Depot and OfficeMax may take longer, be more difficult, time-consuming or costly to accomplish
than expected;
• we may experience business disruption during periods of restructuring activities, including adverse effects on employee retention and loss of employee
focus during periods of restructuring activities;
• we may be unable to avoid potential liabilities and unforeseen increased expenses or delays associated with the Merger integration or other
restructuring activities, including in Europe;
• there may be unanticipated changes in the markets for the combined Company’s business segments;
• branding or rebranding initiatives may involve substantial costs and may not be favorably received by customers;
• there may be unanticipated downturns in business relationships with customers;
• there may be competitive pressures on the combined Company’s sales and pricing;
• we may be unable to close all of the stores targeted for closure or such store closures may not result in the benefits or cost savings at levels that we
anticipate due to factors such as sales transfers to stores remaining open being below our projections and costs to close stores being higher than our
projections, because of the terms of the existing lease, the condition of the local property market, demand for the specific property, our relationship
with the landlord, the availability of potential sub-lease tenants and employee severance and other costs;
• the benefits of any restructuring activity, including in Europe, may not be fully realized due to competitive, regulatory or operational difficulties; and
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