OFFICEMAX GRAND & TOY

INSIGHT MEETING

JOHN KENNING

APRIL 5, 2013

Filed by OfficeMax Incorporated

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: OfficeMax Incorporated

Commission File No.: 1-5057

Date: April 5, 2013

AGENDA

AGENDA

TODAY WE’LL TALK ABOUT…

TODAY WE’LL TALK ABOUT…

1.

Merger Update

2.

Q1 Achievements --

Brand

3.

Q1 Achievements --

Business

4.

Business Wins

5.

Q2 Priorities

MERGER UPDATE

MERGER UPDATE

1.

THIRD PARTY POV

2.

BENEFITS

3.

AVAILABLE RESOURCES

4.

NEXT STEPS

…the

combined

company

…

would

be

the third-leading online retailer in

North America based on 2011 sales,

edging past previous No. 3 Apple …

according to an Internet Retailer

estimate.”

Internet Retailer

“

This deal has been anticipated for

years, given the strategic logic and

potential synergies.”

David Gober, Morgan Stanley

February 20, 2013

“

Saligram and Austrian emphasized that

the combination, which will create a

company that will do roughly $18 billion

in revenue, is a merger of equals.”

Chicago Tribune

“

…we view ODP-OMX as a compelling

opportunity…”

Brad Thomas,

Key Banc Capital Markets

March 18, 2013

“

What Media are

Saying

What Analysts are

Saying

Strategically, the deal makes sense, as

the companies face a changing

competitive environment.”

The New York Times

“

“

Office Products is a tough

neighborhood, but OMX is showing

improvement in every aspect of the

business it can control…”

David Strasser,

Janney Capital Markets

August 2, 2012

ENHANCED FINANCIAL PERFORMANCE

INCREASED SCALE AND COMPETITIVENESS

GLOBAL FOOTPRINT

IMPROVED CUSTOMER EXPERIENCE

ACCELERATED INNOVATION

STRATEGIC BENEFITS OF THE

MERGER

Combined company will leverage talented Associates

and managers with deep industry knowledge

TIMING TBD…

MERGER NEXT STEPS

Joint Proxy/Form S4

Registration Statement

•

Requests OMX and ODP       

shareholder approvals and

registers the new ODP shares  

to be issued upon closing

Regulatory Review and

Clearance

OMX and ODP Shareholder

Meetings

•

Votes to approve merger

CEO Selection

Process

Brand Decision

Location Decision

Integration Planning

In the meantime, business as usual!

MERGER INFORMATION

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NO OFFER OR SOLICITATION

This communication is not intended to and does not constitute an

offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase

or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction in connection with OfficeMax’s proposed merger with Office Depot

or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable

law. No offer of securities shall be

made except by means of a prospectus meeting the requirements of

Section 10 of the Securities Act of 1933, as amended.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

Office Depot will file with the SEC a registration statement on Form S-4 that will include a Joint Proxy Statement of OfficeMax and Office Depot that also

constitutes a prospectus of Office Depot.

OfficeMax and Office Depot plan to mail the Joint Proxy Statement/Prospectus to their respective shareholders in

connection with the transaction.

INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND

OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL

CONTAIN IMPORTANT INFORMATION ABOUT OFFICEMAX, OFFICE DEPOT, THE

TRANSACTION AND RELATED MATTERS.

Investors and

shareholders will be able to obtain free copies of the Joint Proxy Statement/Prospectus and other documents filed with the SEC by OfficeMax and Office

Depot through the website maintained by the SEC at www.sec.gov.

In addition, investors and shareholders will be able to obtain free copies of the Joint

Proxy Statement/Prospectus and other documents filed by OfficeMax with the SEC by contacting OfficeMax Investor Relations at 263

Shuman Blvd.,

Naperville, Illinois 60563 or by calling 630-864-6800, and will be able to obtain free copies of the Joint Proxy Statement/Prospectus and other documents

filed by Office Depot with the SEC by contacting Office Depot Investor Relations at 6600 North Military Trail, Boca Raton, Florida 33496 or by calling 561-

438-3657.

PARTICIPANTS IN THE SOLICITATION

OfficeMax and Office Depot and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the

respective shareholders of OfficeMax and Office Depot in respect

of the transaction described the Joint Proxy Statement/Prospectus. Information regarding

the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the respective shareholders of OfficeMax and Office Depot in

connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or

otherwise, will be set forth in the

Joint Proxy Statement/Prospectus when it is filed with the SEC.

Information regarding OfficeMax’s directors and executive officers is contained in

OfficeMax’s Annual Report on Form 10-K for the year ended December 29, 2012 and its Proxy Statement on Schedule 14A, dated March 19, 2013, which

are filed with the SEC.  Information regarding Office Depot’s directors and executive officers is contained in Office Depot’s Annual Report on Form 10-K for

the year ended December 29, 2012 and its Proxy Statement on Schedule 14A, dated March 15, 2012, which are filed with the SEC.

FORWARD-LOOKING

STATEMENTS

Certain statements made in this document and other written or oral statements made by or on behalf of OfficeMax constitute "forward-looking statements" within

the meaning of the federal securities laws, including statements

regarding OfficeMax's future performance, as well as management's expectations, beliefs,

intentions, plans, estimates or projections relating to the future.

OfficeMax cannot guarantee that the macroeconomy will perform within the assumptions

underlying its projected outlook; that its initiatives will be successfully executed and produce the results underlying its expectations, due to the uncertainties

inherent in new initiatives, including customer acceptance, unexpected expenses or challenges, or slower-than-expected results from initiatives; or that its actual

results will be consistent with the forward-looking statements and you should not place undue reliance on them.

In addition, forward-looking statements could

be affected by the following additional factors, among others, related to the business combination:

the occurrence of any event, change or other circumstances

that could give rise to the termination of the merger agreement or the failure to satisfy closing conditions; the ability to obtain regulatory approvals or third-party

approvals for the transaction and the timing and conditions for such approvals; the ability to obtain approval of the merger by the stockholders of OfficeMax and

Office Depot; the risk that the synergies from the transaction may not be realized, may take longer to realize than expected, or

may cost more to achieve than

expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the ability to successfully

integrate the businesses; unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; the inability to retain key

personnel; future regulatory or legislative actions that could adversely affect OfficeMax and Office Depot; and business plans of the customers and suppliers of

OfficeMax and Office Depot.

The forward-looking statements made herein are based on current expectations

and speak only as of the date they are

made.

OfficeMax undertakes no obligation to publicly update or revise

any forward-looking statement, whether as a result of future events, new information or

otherwise.

Important factors regarding OfficeMax that may cause results to

differ from expectations are included in OfficeMax's Annual Report on Form 10-K for

the year ended December 29, 2012, under 1A "Risk Factors", and in OfficeMax's other filings with the SEC.

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