ODP Launches Amended Dutch Takeover Offer to Purchase Up to $300 Million of Outstanding Common Shares

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BOCA RATON, Fla. , July 18, 2022–(BUSINESS WIRE)–The ODP Corporation (NASDAQ: ODP) (“ODP” or the “Company”), a leading provider of virtual generation business services, products and answers to the office through an incorporated B2B distribution platform, today announced that it has introduced an enhanced “Dutch Auction” offering to acquire its common constant percentages in money at a value consistent with a consistent percentage of at least 31, $50 no more than $36. 00 for a maximum total purchase value of no more than $300 million. The final bid begins today and will expire at New York time at the end of the day on August 12, 2022, unless terminated or terminated early via ODP.

ODP also ultimately plans to return equity to shareholders in the future, adding through its announced $600 million percentage repurchase program, in which the tender offer is included.

At the expiration of the bid, ODP will calculate the lowest value based on the percentage within the range specified above (in $0. 25 increments) that will allow you to obtain the maximum number of your based percentages. consistent with percentages with an aggregate acquisition not to exceed $300 million. In addition, in the event that common shares are offered (and not readily withdrawn) with a total purchase value of more than $300 million, ODP may exercise its right to acquire up to an additional 2% of its notable consistent percentages without extending the expiration date. All percentages accepted in the public sale service will be acquired at the same price, which could be higher or lower than the market value immediately before or during the public sale. If the tender offer is fully subscribed, it is not uncommon for percentages representing between 17. 1% and 19. 6% of the issued PAO to be acquired, depending on the value to be paid in the offer. public purchase. ODP intends to finance the acquisition of consistent percentages and pay the costs and expenses of the investment with available money and existing monetary resources, adding loans under its revolving line of credit. The tender offer is not conditional on obtaining financing or the contribution of a minimum number of non-unusual percentages. The tender offer is subject to other conditions.

HG Vora Capital Management LLC, which owns 10. 3% of our notable and non-unusual shares as of July 13, 2022, has asked the Company that while no final resolution has been made, it has lately intended to offer Shares under the Offering. ODP’s administrators and officers have informed ODP that they will offer any of their shares under the public offering.

The ODP Board of Directors has legal tender that is being offered, however, none of the members of the Board of Directors, ODP, broker-manager, data agent or depositary or any of its affiliates has made, and does not make, a advice to shareholders as to whether shareholders offer or refrain from offering their shares or on the value or securities at which shareholders might choose to offer their actions. ODP also did not allow anyone to make such advice. Shareholders will have to make their own resolution on whether to give a contribution from their shares and, if so, how many shares to give a contribution and the value or securities for which they will give a contribution from their shares. In doing so, shareholders consciously read the data contained in, or incorporated by reference in, the tender offer and in the transmission letter, adding the subject matter and effects of the tender offer. Shareholders are invited to discuss their resolution with their own taxes, monetary and legal advisors.

J. P. Morgan Securities LLC is acting as a broker-dealer for the takeover bid. MacKenzie Partners, Inc. acts as agent and Computershare, Inc. and its wholly-owned subsidiary Computershare Trust Company, N. A. act as custodians.

The offer to acquire, the similar canopy letter and other documents related to the offer will be sent to ODP shareholders shortly after the graduation of the offer. Shareholders deserve to read those documents thoroughly when they become available, as they will include vital information, adding the terms and conditions of the offer. ODP shareholders will likely download a loose copy of the offering. on Schedule TO, the offer to acquire and other documents that ODP files with the SEC on the SEC’s online page in www. sec. gov. Requests for documents may be addressed to MacKenzie Partners, Inc. at (800) 322-2885 (toll-loose) o tenderbe be be be be being offersinginginging@mackenziepartners. com. gan Securities LLC at (877) 371-5947 (toll-free).

This press release is for informational purposes only and constitutes an offer to sell or a solicitation of an offer to buy any security. No offer, solicitation or sale shall be made in any jurisdiction in which such offer is made. If offered, the solicitation or sale would be illegal. The offer is made only under the terms of the offer.

About PAO

ODP Corporation (NASDAQ:ODP) is a leading provider of virtual paint generation and supplies, products and responses for small, medium and large enterprises, through a built-in business-to-business (B2B) distribution platform, including distribution chain and source of elegance. operations, committed sales professionals and technicians, online presence and approximately 1,000 stores. Through its Banners Office Depot®, OfficeMax®, ODP Business Solutions™, Varis™ and Grand

ODP, ODP Business Solutions and Office Depot are from The Office Club, Inc. OfficeMax is a trademark of OMX, Inc. Varis is a trademark of Varis, LLC.

FORWARD-LOOKING STATEMENTS

Such communication would possibly involve forward-looking statements, i. e. relating to the completion and final touch of the public offering. These statements or disclosures may speak about objectives, intentions and expectations related to long-term trends, plans, events, effects of operations, money flows or monetary conditions, possible effects on our business due to the severity and unknown duration of COVID-19. pandemic, or provide other data relating to, among others, the Company, based on the existing ideals and assumptions of management and the existing data that must be provided to you. Forward-looking statements will sometimes be accompanied by words such as “anticipate,” “believe,” “plan,” “could,” “estimate,” “expect,” “expect,” “guidance,” “expectation,” “outlook. “, “intend”, “possibly”, “possible”, “prospective”, “predict”, “project”, “propose” or other similar words, words or words, or other diversifications of those words. they are subject to various dangers and uncertainties, many of which are beyond the Company. There can be no assurance that the Company will achieve those expectations or that those ideals will turn out to be correct, and therefore, investors and stakeholders deserve not to place undue reliance on those statements.

Factors that may cause actual effects to differ materially from those disclosed in the forward-looking statements come with those described in the Company’s Annual Reports on Form 10-K, the quarterly reports on Form 10-Q and existing reports on Form 8-K, and the bid statements on Schedule OT related to the bid offer, filed with the U. S. Securities and Exchange Commission. UU. La Company assumes no legal responsibility to update or revise any forward-looking statements.

See the businesswire. com edition: https://www. businesswire. com/news/home/20220718005280/en/

Contacts

Tim PerrottRelations with inversores561-438-4629Tim. Perrott@officedepot. com Danny JovicRelations with medios561-438-1594Danny. Jovic@officedepot. com

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