Feb. 20, 2013 (Shareholders Foundation) -- An investigation on behalf of investors in OfficeMax Incorporated (NYSE:OMX) shares was announced concerning whether the offer by Office Depot, Inc. to merge OfficeMax Incorporated with Office Depot for a value of $13.50 per NYSE:OMX share and the takeover process are unfair to investors in OfficeMax.

The investigation by a law firm concerns whether certain officers and directors of OfficeMax Incorporated breached their fiduciary duties owed to NYSE:OMX investors in connection with the proposed acquisition.

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, given that at least one analyst has set the high target price for NYSE:OMX shares at $17.00 per share, the investigation a law firm concerns whether the proposed transaction is unfair to NYSE:OMX stockholders.

In addition, given that 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, the investigation focuses on whether the OfficeMax Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.