ODP Board Rejects USR Parent’s Offer To Acquire Various ODP Assets Unanimously – Quick Facts

While responded to an offer on Monday, the Board of Directors of The ODP Corp. (ODP) rejected unanimously a proposal from USR Parent Inc., the Sycamore-affiliated owner of Staples, to acquire various ODP assets.

On January 11, ODP received a proposal from USR to acquire all of the issued and outstanding common stock of ODP for $40.00 per share in cash.

Later on March 10, Stefan Kaluzny, Managing Director of Sycamore Partners and a Member of the Board of Directors of USR, proposed in a letter of intent that the parties would announce the contemplated sale of various ODP assets to Staples and would commit to seek regulatory approval for such transaction.

However, the ODP Board carefully reviewed the LOI in consultation with its financial and legal advisors, and determined that ODP, in the best interest of its shareholders, cannot agree to the proposal.

The Board noted in its response that Staples did not provide a valuation of the assets that Staples sought to acquire, which include certain B2B businesses of ODP.

The ODP Board added that the LOI also did not include any obligation on the part of Sycamore or Staples to proceed with the transaction, agree to a purchase price, or assume any related regulatory risk.

ODP also said it is open to combining its retail and consumer-facing ecommerce operations with Staples under the right set of circumstances and on mutually acceptable terms, including in the form of a joint venture or potential sale of such assets by ODP.

ODP encouraged Staples once again to engage on the basis of that approach.

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