BOISE, Idaho, Sept. 17 /PRNewswire-FirstCall/ -- Boise Cascade Corporation
(NYSE: BCC) announced today its election to use 60% common stock and 40% cash
to pay for its previously announced acquisition of OfficeMax, Inc.
(NYSE: OMX).
The merger agreement between the two companies contemplated that Boise
would pay the purchase price using a combination of 70% common stock and
30% cash. The agreement, however, allows Boise to elect to use as little as
55% common stock and as much as 45% cash to acquire OfficeMax. The agreement
requires Boise to make its election before the OfficeMax shareholders meeting,
which has not yet been scheduled.
This transaction, which was announced on July 14, 2003, has been
unanimously approved by the boards of directors of both companies and is
subject to shareholder approval. If approved by both companies' shareholders,
the transaction is expected to close in the fourth quarter of 2003.
Boise delivers office, building, and paper solutions that help our
customers to manage productive offices and construct well-built homes -- two
of the most important activities in our society. Boise's 24,000 employees
help people work more efficiently, build more effectively, and create new ways
to meet business challenges. Boise also provides constructive solutions for
environmental conservation by managing natural resources for the benefit of
future generations. Boise had sales of $7.4 billion in 2002. Visit the Boise
website at http://www.bc.com.
Additional Information About This Transaction
Boise filed a preliminary joint proxy statement/prospectus and other
documents regarding this transaction with the Securities and Exchange
Commission on August 1, 2003. Boise and OfficeMax will continue to file
documents with the SEC regarding this transaction, including one or more
amendments to the joint proxy statement/prospectus. Boise and OfficeMax will
mail the definitive joint proxy statement/prospectus to their respective
security holders. These documents contain important information about this
transaction, and we urge you to read them carefully as they become available.
You may obtain copies of all documents filed with the Securities and
Exchange Commission regarding this transaction, free of charge, at the SEC's
website (http://www.sec.gov). You may also obtain these documents, free of charge,
from Boise on the Internet at http://www.bc.com under the "Investor Relations"
section, or by contacting Boise's Corporate Communications Department by mail
at 1111 West Jefferson Street, P.O. Box 50, Boise, Idaho 83728-0001, by phone
at (208) 384-7990, or by e-mail to investor@bc.com.
Participants in This Transaction
Boise and OfficeMax and their respective directors and executive officers
may be deemed participants in the solicitation of proxies from security
holders in connection with this transaction. Information about the directors
and executive officers of Boise and OfficeMax and information about other
persons who may be deemed participants in this transaction are included in the
joint proxy statement/prospectus. You can find additional information about
Boise's executive officers and directors in Boise's proxy statement (DEF14A)
filed with the SEC on March 10, 2003. You can find additional information
about OfficeMax's officers and directors in OfficeMax's proxy statement
(DEF14A) filed with the SEC on May 1, 2003. You can obtain free copies of
these documents from the SEC or Boise using the contact information above.
Forward-Looking Statements
The statement within this news release regarding the expected time of the
closing of the transaction is a "forward-looking statement" within the meaning
of the Private Securities Litigation Reform Act of 1995. This forward-looking
statement speaks only as of the date of this press release. This
forward-looking statement is based on the current expectations and beliefs of
Boise's and OfficeMax's management and is subject to a number of uncertainties
and assumptions that could cause the expected closing date to differ or could
cause the closing not to occur at all.
SOURCE Boise Cascade Corporation
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Related links:
http://www.bc.com
CONTACT:
Media, Ralph Poore, +1-208-384-7294, or home,
+1-208-331-2023, or Investors, Vincent Hannity, +1-208-384-6390,
or cell, +1-208-890-6385, both of Boise Cascade Corporation
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