UPDATE 1-Office Depot extends deadline for nominating directors

Fri Feb 22, 2013 1:41pm EST

* New deadline is 10 days after annual meeting date is announced

* Original date had been Feb. 25 (Adds background on BC Partners holdings, Starboard's holdings, updates stock prices)

Feb 22 (Reuters) - Office Depot Inc said on Friday that following talks with the largest holder of its common stock, Starboard Value LP, it is extending the deadline for nominating candidates for its board at its annual meeting.

The move comes two days after the office supplies retailer announced a planned merger with smaller rival OfficeMax Inc in an all-stock deal valued at $1.17 billion based on the companies' share prices on the eve of the deal's announcement.

Office Depot stockholders will now have until the close of business on the tenth day after the company announces the date of its 2013 annual meeting to nominate directors.

The company retailer has not yet set the date of the annual meeting, but last year it took place in late April.

Before Friday's change, the deadline was Feb. 25. A spokesman for Office Depot was not immediately available for comment on the reason for the change.

Starboard Value LP owns 14.8 percent of Office Depot's common shares, according to Thomson Reuters.

A Starboard spokesman could not immediately be reached for comment on whether it was considering submitting candidates.

In a November 2012 letter to Office Depot's board, Starboard criticized Office Depot's voting agreement provisions with BC Partners Inc, a major investor whose preferred stock, if converted, would give it a 22 percent stake in Office Depot.

Starboard at the time noted that the voting power of the company's common shareholders is significantly diluted by the voting power of the board by virtue of the terms of BC Partners' preferred stock.

BC Partners currently has two representatives on Office Depot's board.

Office Depot said on Wednesday that BC Partners said it would vote in favor of the OfficeMax deal.

At midday prices, the deal was worth $999.2 million, some 15 percent less than it was when announced. OfficeMax shares were also still trading nearly $1 above the value implied by the all-stock offer.

Office Depot shares were up 8 percent at $4.30 on Friday afternoon, while OfficeMax shares were up 7.8 percent at $12.55. (Reporting by Nadia Damouni and Phil Wahba in New York. Additional reporting by Michael Erman in New York, and Ben Berkowitz in Boston; editing by Matthew Lewis)

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