ODP Corporation to Go Private in $2.6 Billion Merger

ODP Corporation, known for its Office Depot brand, is entering a new phase. After securing all required regulatory and shareholder approvals, the company is set to finalize a $2.6 billion all-cash merger with Atlas Holdings on December 9, 2025.

This transaction will result in NASDAQ:ODP becoming a privately held company and its stock will be delisted from Nasdaq. Here's what shareholders and market observers need to know about the terms, process, and implications of this significant corporate move.

Merger Structure and Terms

• Deal Value: $2.6 billion

• Purchase Price: $28.00 per share in cash

• Merger Parties: ODP Corporation, Atlas Holdings [ACR Ocean Resources LLC (Parent), Vail Holdings 1, Inc. (Merger Sub)]

• Effective Date: December 9, 2025

• Delisting: ODP shares will be removed from Nasdaq after the transaction closes

In this reverse triangular merger, Vail Holdings 1, Inc., a wholly owned subsidiary of ACR Ocean Resources, will merge into ODP. The surviving entity, ODP Corporation, will operate as a private company under ACR’s ownership.

Shareholder Value and Premium

Shareholders of ODP will receive $28.00 in cash per share, representing a 34.5 percent premium over the company’s closing price of $20.83 on September 19, 2025, the last trading day before the merger announcement.

On October 24, 2025, the stock traded at $27.76, already approaching the deal price, reflecting market confidence in the transaction closing. With the deal now approved, investors will receive cash compensation shortly after the closing date, subject to standard tax withholding.

Approval and Closing

The merger proposal was brought before ODP shareholders at a special meeting held on December 5, 2025. It received the necessary majority vote. Additionally, all regulatory reviews have been completed, and no further approvals are pending.

With all conditions satisfied, the transaction will close on December 9, 2025, after which ODP’s shares will be delisted and no longer trade on Nasdaq.

Board of Directors’ Support

The ODP board unanimously supported the merger, stating that the transaction offers immediate and compelling value for shareholders. The decision was based on several considerations:

• A significant cash premium

• Reduced execution risk due to the buyer’s readiness

• A clean break from public market volatility

The board concluded that the offer was fair and in the best interests of both the company and its shareholders.

Post-Merger Changes

After the closing, the following changes will take place:

• Delisting: ODP shares will no longer trade publicly

• Ownership: ACR Ocean Resources will become the sole owner of ODP

• Operations: ODP will continue its business under private ownership, potentially with greater operational flexibility

While leadership changes were not detailed in the proxy materials, the management team is expected to remain in place in the short term.

Voting and Proxy Recap

Voting was available online, by phone, and through mailed proxy cards. Investors were encouraged to vote regardless of the number of shares held. Shareholders who failed to vote were effectively treated as voting against the proposal, though the final tally indicated strong support.

Appraisal Rights for Dissenting Shareholders

Shareholders who did not vote in favor of the merger had the option to seek appraisal of their shares under Section 262 of the DGCL. To qualify, dissenting shareholders had to submit written notice before the vote and comply with Delaware legal requirements.

Those pursuing appraisal will receive the court-determined fair value of their shares, which may be higher or lower than the $28.00 per share deal price.

Strategic Implications

By going private, ODP removes itself from the obligations of public company reporting and the volatility of public markets. This shift allows the company to potentially invest in long-term strategies and restructure without the scrutiny of quarterly earnings reports.

The transaction also reflects continued consolidation and privatization in the office supply and business solutions sector, particularly for companies seeking growth away from the pressure of public markets.

Summary

The acquisition of The ODP Corporation by ACR Ocean Resources has officially cleared all necessary hurdles. The all-cash, $2.6 billion deal provides immediate value to shareholders and takes the company private. With the merger closing on December 9, 2025, and shares set to be delisted from Nasdaq, ODP enters a new chapter under private ownership.

Investors should expect to receive their cash payment shortly after the closing, while those with questions or unresolved actions related to proxy voting or appraisal rights should contact the company or its proxy solicitor promptly.

Frequently Asked Questions

What is the value of the transaction?

Approximately $2.6 billion.

What will shareholders receive?

$28.00 in cash per share, subject to applicable taxes.

When will the transaction close?

The deal is set to close on December 9, 2025.

Will ODP remain on Nasdaq?

No. ODP will be delisted from Nasdaq after the close of the transaction.

Can I still trade ODP shares?

Shares will remain tradable until the market close on December 9, 2025.

Do I need to do anything to receive my payment?

Payment will be processed automatically through the exchange agent. Shareholders should follow any instructions provided in the final proxy materials.

What happens if I dissent?

You may pursue appraisal under DGCL Section 262, provided you followed all procedural steps before the shareholder vote.

Who can I contact with questions?

ODP’s proxy solicitor, Innisfree M&A Incorporated, is available at 866-239-1760 (toll-free).

Financial Disclaimer:

This article is for informational purposes only and does not constitute financial, investment, or legal advice. Readers should consult a licensed financial advisor or legal professional for advice specific to their financial situation. All information is based on publicly available filings as of the date of publication and is subject to change.

ODP Merger

ODP Merger