Shareholders

From the acquisition of Office Depot the shareholders are going to recive $7.25 per share in cash and 0.2188 of a Staples share for each Office Depot share. But this represents $11.00 per Office Depot share based on Staples closing price as of February 2, 2015, the last trading day prior to initial media speculation around a possible transaction.

Based on Staples closing price as of February 2, 2015, transaction values Office Depot at an equity value of $6.3 billion and EV/EBITDA multiple of approximately 8.5x, or approximately 3.5x if the mnimum estimated run-rate synergy is includeding .

The endorsement of success integrating Office Depot and OfficeMax over the past year, gives a tremendous opportunities for growth while creating increased value and convenience for customers.

Another important thing for the shareholders is that they would have the oppotunity to participate in combined company and the boards of Directors of Staples will include two Office Depot directors approved by Staple, that gives the idea that Office Depots ways are gonna have some voice in Staple.

Transaction value represents a premium of 44 percent over closing price of Office Depot shares as of February 2, 2015

Transaction value represents a premium of 65 percent over 90-day average closing price of Office Depot shares as of February 2, 2015

Also Staples committed to maintaining current quarterly dividend of $0.12 per share and temporarily suspending share repurchase program to focus on paying downtransaction related debt.

Regulators

Together, the two companies have roughly 4,000 stores and annual sales of more than $35 billion. A combination of the two likely would get a close look from antitrust regulators, who in 1997 sued successfully to block the same proposed merger, bankers and analysts have said.

But some analysts say the retail landscape has changed sufficiently since then, citing the rise of online retailers like Amazon.com Inc. and increased competition from big-box chains like Wal-Mart Stores Inc. and Target Corp. , which all sell office supplies now, too. In approving the union of Office Depot and OfficeMax, regulators noted that consumers have more choices than ever about where to buy office binders, paper, staplers and the like.

They know their futures could be shaped by whether the Federal Trade Commission allows their company to merge with rival Staples.

Whether the merger is completed depends in part on the FTC and other government regulators. Some say the proposed merger will be a test case, revealing how the commission views its role in protecting consumers' interests in the shifting landscape of competition between brick-and-mortar and online retail.

BibliografiaStaples, Office Depot in Advanced Talks to Merge By LIZ HOFFMAN and DANA MATTIOLIUpdated Feb. 2, 2015