BOISE ACQUIRES OFFICEMAX

December 16, 2003 11:00 pm

Boise Cascade's acquisition of OfficeMax Inc. become official Dec. 9 when shareholders voted in favor of the $1.3 billion deal.

With 72.49 percent of the outstanding shares represented, shareholders cast 35,234,446 of the voted shares, or 76.77 percent, in favor of the acquisition.

Voted shares against the deal totaled 10,664,172, or 23.23 percent.

The acquisition required a majority of votes cast in favor to pass.

At a concurrent meeting of OfficeMax shareholders, 71.68 percent of OfficeMax shares approved the transaction. OfficeMax common stock was delisted before the opening of the market Dec. 10.

"Our acquisition of OfficeMax represents a major step in the transformation of Boise's office products distribution business and Boise as a whole," said George J. Harad, Boise chairman and chief executive officer.

"The combined office products businesses will be strategically stronger and better able to deliver compelling value to its customers and across all segments of the market."

The acquisition more than doubles the size of Boise Office Solutions, a division of Boise Cascade.

Christopher Milliken, Boise Office Solutions president and chief executive officer, said the merger will make Boise a leading provider of office products and services.

"We will succeed by providing our customers with an unparalleled customer experience, in service, product, time savings and value."

Boise Office Solutions will operate in the United States under the brand names OfficeMax in the retail segment and Boise Office Solutions in the contract segment.

Over time, the businesses will be brought together under the OfficeMax brand.

In other developments, Boise announced that:

• The combined office products distribution business will be headquartered in Itasca, Ill., the current headquarters of Boise Office Solutions.

• Retail operations will be managed in Shaker Heights, Ohio, by Gary Peterson, former president and chief operating officer of OfficeMax.

• Boise Cascade Corp. continues to be headquartered in Boise, along with two of its business divisions — Boise Building Solutions and Boise Paper Solutions.

In a second proposal Dec. 9, Boise shareholders cast 24,414,863, or 53.34 percent of the voted shares, in favor of an increase in the number of shares of Boise common stock available for issuance under Boise's incentive compensation plan.

Voted shares against the proposal totaled 21,355,451, or 46.66 percent. The proposal required a majority of votes cast in favor.