The ODP (ODP) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger where shareholders will receive $28.00 per share in cash, a 34.5% premium over the pre-announcement price, with ODP becoming a wholly owned subsidiary of ACR Ocean Resources LLC.

• The board unanimously recommends voting FOR the merger, the advisory vote on executive compensation, and the adjournment proposal if needed.

• The merger is subject to regulatory approvals, including antitrust clearance, and is expected to close by the end of 2025.

• If the merger is not completed, ODP will remain independent, and shareholders will not receive the merger consideration.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the merger agreement, (2) a non-binding advisory vote on compensation for named executive officers related to the merger, and (3) a proposal to adjourn the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; the compensation and adjournment proposals require a majority of shares present or represented by proxy.

• Dissenting shareholders may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The board conducted a comprehensive review of strategic alternatives, engaged J.P. Morgan as financial advisor, and received a fairness opinion supporting the merger consideration.

• The board considered the premium, certainty of cash consideration, likelihood of closing, and the ability to consider superior proposals before recommending the merger.

• The board is composed of a majority of independent directors and followed a thorough process in evaluating the transaction.