BOISE, Idaho, Dec. 8 /PRNewswire-FirstCall/ -- Boise Cascade Corporation
(NYSE: BCC) announced today that in connection with its proposed acquisition
of OfficeMax, Inc. (NYSE: OMX), the preliminary results of merger
consideration elections made by OfficeMax shareholders were:
* The exchange agent received elections for 81,864,109 shares, or
approximately 63% of the outstanding OfficeMax shares, before the
5 p.m. election deadline on December 5, 2003;
* 3% shares elected to receive cash;
* 97% shares elected to receive Boise common stock; and
* Less than 1% shares elected no consideration preference.
Of the 81,864,109 shares for which the exchange agent received elections,
37,209,171 shares were delivered subject to notices of guaranteed delivery.
Accordingly, the final election results could change depending upon the timely
delivery of those shares.
Based on the preliminary election results and assuming confirmation of
effectiveness of elections and receipt of guaranteed deliveries, OfficeMax
shareholders will receive the merger consideration as follows:
* OfficeMax shareholders making an effective election to receive cash
would receive all of their merger consideration in cash;
* OfficeMax shareholders making an effective election to receive Boise
stock would receive approximately 99% of their merger consideration as
shares of Boise common stock and 1% in cash, as a result of proration;
and
* Shareholders indicating no preference, as well as those shareholders
making no effective election, will receive all of their merger
consideration in cash.
The actual merger consideration will be computed using the formula in the
merger agreement and will be based on, among other things, the actual number
of OfficeMax common shares outstanding immediately before the closing date and
the final results of the election process.
The proposed acquisition remains subject to the satisfaction of closing
conditions, including the approval by shareholders of both companies. If all
conditions to closing are met, the parties plan to complete the acquisition on
Tuesday, December 9, 2003, following the shareholder meetings on the same day.
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/.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These statements include those that refer to our expectations about
this transaction, including those statements that refer to the expected
benefits of the transaction to our shareholders, the anticipated synergy
benefits, and the expected impact of this transaction on our financial
results. These forward-looking statements are based on management's current
expectations and beliefs and are subject to a number of risks, uncertainties,
and assumptions that could cause actual results to differ materially from
those we describe in the forward-looking statements. The risks,
uncertainties, and assumptions include the possibility that we will be unable
to fully realize the benefits we anticipate from the acquisition; the
possibility that we will incur costs or difficulties related to the
integration of our businesses greater than we expected; our ability to retain
and motivate key employees of both organizations; the difficulty of keeping
expense growth and integration costs at modest levels while increasing
revenues; the challenges of integration and restructuring associated with the
transaction; the challenges of achieving anticipated synergies; and other
risks that are described from time to time in our Securities and Exchange
Commission reports.
Additional Information About This Transaction
The registration statement containing the joint proxy statement/prospectus
was declared effective by the Securities and Exchange Commission (SEC) on
November 5, 2003. Boise and OfficeMax began mailing the definitive joint
proxy statement/prospectus and other documents regarding this transaction to
their respective security holders on November 7, 2003. These documents
contain important information about this transaction, and we urge you to read
them carefully.
You may obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC's website (http://www.sec.gov). You may also
obtain documents filed with the SEC by Boise, 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, 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, with respect to documents filed with the SEC
by Boise, from Boise using the contact information above.
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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