In 2016, in denying Office Depot and Staples an opportunity to merge, a judge didn’t buy the argument that there was any more competition in the office supplies and services than at the time of their 1997 attempt, despite Amazon’s strong entry into the space.
Any further endeavor to tie up would invite antitrust scrutiny, especially as proposed by Staples, Vassalluzzo warned in his letter. He said the offer as it stands would expose Office Depot to “material uncertainty, significant financial burden, and the risk of significant damage to [the] business in the event that regulatory approvals could not be obtained, as the experience of our prior failed transactions has shown.”
Vassalluzzo called on Staples “to expressly address the regulatory uncertainty by committing to bear the risk of potential antitrust obstacles or required remedies through a customary ‘hell or high water’ provision,” if it insists on going forward with its plan as-is. That would require Staples to take on the responsibility of any antitrust risk, including any litigation or divestments.Retail Dive