Office Depot

Kekst CNC is advising Office Depot as it rejects a $2.1B unsolicited offer from Staples’ owner Sycamore Partners and proposes an alternative plan to merge the companies’ retail and consumer-facing e-commerce businesses “under the right set of circumstances and on mutually acceptable terms.”

Boca Raton-based ODP is in the process of selling its CompCom IT services and is building a B2B growth strategy, according to chairman Joseph Vassalluzzo’s letter to Sycamore managing director Stefan Kaluzny.

He believes his retail chain merger plan could be executed more efficiently and with less regulatory risk.

Vassalluzzo said ODP is not willing to engage in a long-drawn-out process and expensive regulatory review with no guarantee of success unless Staples is willing to “bear this risk through a customary ‘hell or high water’ provision.”

Jeremy Fielding and Ruth Pachman of Kekst CNC handle ODP.

Joele Frank, Wilkinson, Brimmer Katcher represents Sycamore.