Mar. 5, 2013 (Shareholders Foundation) -- An investor in shares in OfficeMax Incorporated (NYSE:OMX) filed a lawsuit to stop the proposed takeover of OfficeMax by Office Depot, Inc for a value of $13.50 per NYSE:OMX share.
On Feb. 20, 2013, OfficeMax Incorporated (NYSE:OMX) and Office Depot, Inc. (NYSE:ODP) announced the signing of a merger agreement under which the companies would combine in an all-stock merger of equals transaction intended to qualify as a tax-free reorganization. Under the terms of the agreement, OfficeMax stockholders will receive 2.69 Office Depot common shares for each share of OfficeMax common stock. Based on Office Depot's closing stock price of $5.02 on February 19, 2013, OfficeMax shareholders would have received consideration valued at approximately $13.50 per share.

However, the plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:OMX investors by agreeing to sell OfficeMax too cheaply via an unfair process to Office Depot.

The plaintiff claims that the offer undervalues OfficeMax and is too low. Indeed, at least one analyst has set the high target price for NYSE:OMX shares at $17.00 per share.

In addition, the plaintiff alleges that the process is unfair too. Indeed, in connection with the transaction, BC Partners, Inc. and its affiliates, which hold preferred stock representing approximately 22 percent of Office Depot on an as-converted basis, have already agreed to vote in favor of the merger.