425
March 2013
OFFICEMAX
A COMPANY ON THE MOVE
Filed
by
OfficeMax
Incorporated
pursuant
to
Rule
425
under
the
Securities
Act
of
1933
and
deemed
filed
pursuant
to
Rule
14a-12
under the Securities Exchange Act of 1934
Subject Company: OfficeMax Incorporated
Commission File No.: 1-5057
Date: March 27, 2013

2
What Analysts are Saying
We are getting more bullish on the
deal...”
David Strasser,
Janney Capital Markets
March 21, 2013
“
Anthony Chukumba,
BB&T Capital Markets
November 6, 2012
“
Office Products is a tough
neighborhood, but OMX is showing
improvement in every aspect of the
business it can control…”
David Strasser,
Janney Capital Markets
August 2, 2012
“
David Gober, Morgan Stanley
February 20, 2013
“
Michael Lasser, UBS
February 21, 2013
“
…we view ODP-OMX as a
compelling opportunity…”
Brad Thomas,
Key Banc Capital Markets
March 18, 2013
“
This deal has been anticipated for 
years, given the strategic logic 
and potential synergies.”
… the sector is certainly worth 
watching, as these transformative 
events unfold.”
Turnaround Plan Continues to Gain 
Traction”

3
What Media are Saying
Strategically, the deal makes sense,
as the companies face a changing
competitive environment.”
The New York Times
“
Saligram and Austrian emphasized that
the combination, which will create a
company that will do roughly $18 billion
in revenue, is a merger of equals.”
Chicago Tribune
“
…the combined company …
would be the third-leading online retailer in
North America based on 2011 sales, edging past previous No. 3 Apple …
according to an Internet Retailer estimate.”
Internet Retailer
“
Company’s ability to control costs
signaled a healthy company to investors”
Associated Press
“
“
OfficeMax named among world’s
most ethical companies”
OPI
“
Daily Herald, Chicago, 2013
It’s the second consecutive year OfficeMax has received the ethics award, 
which highlights companies that outperform industry peers when 
it comes to ethical behavior.”

4
Enhanced financial performance
Increased scale and competitiveness
Global footprint
Improved customer experience
Accelerated innovation
Strategic Benefits of the Merger
Combined company will leverage talented Associates
and managers with deep industry knowledge

5
Improved Customer Experience
•
Continued focus on a high level of service
•
Improved omni-channel capabilities to better
serve our valued customers
•
Products, services and solutions that enable
customers to work more efficiently and
productively
•
Accelerate change in the office solutions
business, bringing to customers innovative
solutions for today’s workplace
•
Provide customers with a seamless experience
across retail stores, direct sales, telesales  
and digital environments

6
Accelerated Innovation
•
Sharing customer insights and
learnings from innovative pilot
programs underway to better
identify and fulfill evolving
customer needs
•
Improved and expanded
eCommerce offerings
•
Complementary capabilities will
provide customers with better
solutions faster and more
efficiently

7
NO OFFER OR SOLICITATION
This
communication
is
not
intended
to
and
does
not
constitute
an
offer
to
sell
or
the
solicitation
of
an
offer
to
subscribe
for
or
buy
or
an
invitation
to
purchase
or
subscribe
for
any
securities or the solicitation of any vote or approval in any jurisdiction in connection with OfficeMax’s proposed merger with Office Depot or otherwise, nor shall there be any
sale,
issuance
or
transfer
of
securities
in
any
jurisdiction
in
contravention
of
applicable
law.
No
offer
of
securities
shall
be
made
except
by
means
of
a
prospectus
meeting
the
requirements of Section 10 of the Securities Act of 1933, as amended.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Office Depot will file with the SEC a registration statement on Form S-4 that will include a Joint Proxy Statement of OfficeMax and Office Depot that also constitutes a prospectus
of
Office
Depot.
OfficeMax
and
Office
Depot
plan
to
mail
the
Joint
Proxy
Statement/Prospectus
to
their
respective
shareholders
in
connection
with
the
transaction.
INVESTORS
AND SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH
THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT OFFICEMAX, OFFICE DEPOT, THE
TRANSACTION AND RELATED MATTERS.
Investors and shareholders will be able to obtain free copies of the Joint Proxy Statement/Prospectus and other documents filed
with
the
SEC
by
OfficeMax
and
Office
Depot
through
the
website
maintained
by
the
SEC
at
www.sec.gov.
In
addition,
investors
and
shareholders
will
be
able
to
obtain
free
copies of the Joint Proxy Statement/Prospectus and other documents filed by OfficeMax with the SEC by contacting OfficeMax Investor Relations at 263 Shuman Blvd.,
Naperville, Illinois 60563 or by calling 630-864-6800, and will be able to obtain free copies of the Joint Proxy Statement/Prospectus and other documents filed by Office Depot
with
the
SEC
by
contacting
Office
Depot
Investor
Relations
at
6600
North
Military
Trail,
Boca
Raton,
Florida
33496
or
by
calling
561-438-3657.
PARTICIPANTS IN THE SOLICITATION
OfficeMax and Office Depot and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the respective shareholders
of OfficeMax and Office Depot in respect of the transaction described the Joint Proxy Statement/Prospectus. Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of the respective shareholders of OfficeMax and Office Depot in connection with the proposed transaction, including a description
of
their
direct
or
indirect
interests,
by
security
holdings
or
otherwise,
will
be
set
forth
in
the
Joint
Proxy
Statement/Prospectus
when
it
is
filed
with
the
SEC.
Information
regarding
OfficeMax’s directors and executive officers is contained in OfficeMax’s Annual Report on Form 10-K for the year ended December 29, 2012 and its Proxy Statement on
Schedule 14A, dated March 19, 2013, which are filed with the SEC.  Information regarding Office Depot’s directors and executive officers is contained in Office Depot’s Annual
Report on Form 10-K for the year ended December 29, 2012 and its Proxy Statement on Schedule 14A, dated March 15, 2012, which are filed with the SEC.

8
FORWARD-LOOKING STATEMENTS
Certain statements made in this document and other written or oral statements made by or on behalf of OfficeMax constitute "forward-looking statements" within the meaning of
the federal securities laws, including statements regarding OfficeMax's future performance, as well as management's expectations, beliefs, intentions, plans, estimates or
projections
relating
to
the
future.
OfficeMax
cannot
guarantee
that
the
macroeconomy
will
perform
within
the
assumptions
underlying
its
projected
outlook;
that
its
initiatives
will
be successfully executed and produce the results underlying its expectations, due to the uncertainties inherent in new initiatives, including customer acceptance, unexpected
expenses or challenges, or slower-than-expected results from initiatives; or that its actual results will be consistent with the forward-looking statements and you should not place
undue
reliance
on
them.
In
addition,
forward-looking
statements
could
be
affected
by
the
following
additional
factors,
among
others,
related
to
the
business
combination:
the
occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement or the failure to satisfy closing conditions; the ability to
obtain regulatory approvals or third-party approvals for the transaction and the timing and conditions for such approvals; the ability to obtain approval of the merger by the
stockholders of OfficeMax and Office Depot; the risk that the synergies from the transaction may not be realized, may take longer to realize than expected, or may cost more to
achieve
than
expected;
disruption
from
the
transaction
making
it
more
difficult
to
maintain
relationships
with
customers,
employees
or
suppliers;
the
ability
to
successfully
integrate the businesses; unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; the inability to retain key personnel; future
regulatory
or
legislative
actions
that
could
adversely
affect
OfficeMax
and
Office
Depot;
and
business
plans
of
the
customers
and
suppliers
of
OfficeMax
and
Office
Depot.
The
forward-looking
statements
made
herein
are
based
on
current
expectations
and
speak
only
as
of
the
date
they
are
made.
OfficeMax
undertakes
no
obligation
to
publicly
update
or
revise
any
forward-looking
statement,
whether
as
a
result
of
future
events,
new
information
or
otherwise.
Important
factors
regarding
OfficeMax
that
may
cause
results
to
differ
from
expectations
are
included
in
OfficeMax's
Annual
Report
on
Form
10-K
for
the
year
ended
December
29,
2012,
under
1A
"Risk
Factors",
and
in
OfficeMax's
other
filings with the SEC.