Staples is hoping the third time’s the charm, as it seeks to buy rival Office Depot for a reported $2.1 billion.
“Staples believes that its all-cash transaction is a compelling value proposition for ODP’s stockholders that offers a high degree of certainty and is superior to the intrinsic, standalone value” of Office Depot, the letter said.
“We are fully committed to completing the proposed transaction,” Staples said. “Our intention is to commence a public, all-cash tender offer” for all of Office Depot’s outstanding shares of common stock in March — “in the event we cannot reach a negotiated agreement,” the company added.
“Staples is prepared to take all necessary measures to divest” Office Depot’s business-to-business (B2B) division to “a qualified buyer concurrently with the closing of the overall transaction,” the letter read. That move is meant to head off “any reasonably anticipated regulatory objections.”
Staples wants to avoid interference from the Federal Trade Commission (FTC), which sued to block a deal five years ago that was worth an estimated $6.3 billion. The FTC’s main concern at the time was that the combination of the two office supply giants’ B2B operations would hurt competition and raise prices for large businesses that buy supplies in bulk.
When the 2016 deal flopped, Staples was taken private by the hedge fund Sycamore Partners in a leveraged buyout, The Wall Street Journal reported. The company is now controlled by USR, a Sycamore subsidiary.
Last summer, Sycamore, which is is known for buying distressed companies, sought to buy JCPenney.
The Wall Street Journal reported that the FTC also rejected Staples’ first try at buying Office Depot, dating back to 1997. The chief concern at the time was over brick-and-mortar retail competition.