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Shareholders of ODP Corp (NASDAQ:ODP) approved the company’s proposed merger with ACR Ocean Resources LLC at a special meeting held Friday, according to a statement based on a SEC filing.
The approved merger agreement, initially signed on September 22, 2025, provides for ODP Corp to be acquired by ACR Ocean Resources through its wholly owned subsidiary, Vail Holdings 1, Inc. Under the terms, Vail Holdings 1 will merge with and into ODP Corp, with ODP Corp surviving as a wholly owned subsidiary of ACR Ocean Resources.
At the meeting, 22,656,187 shares were present or represented by proxy out of 30,117,856 shares outstanding as of the October 21, 2025 record date, constituting a quorum. The merger proposal received 22,540,259 votes in favor, 25,192 votes against, and 90,736 abstentions.
Shareholders also voted on a non-binding, advisory proposal regarding compensation for named executive officers in connection with the merger. This proposal received 15,977,944 votes in favor, 6,082,561 against, and 595,682 abstentions.
A third proposal, which would have allowed adjournment of the meeting to solicit additional votes if needed, was not submitted, as the quorum was met and the merger proposal was approved.
Assuming all remaining closing conditions are satisfied, the merger is expected to close on December 10, 2025. Trading of ODP Corp common stock on the NASDAQ Global Select Market is expected to be halted before the opening of the market on the closing date, with the shares to be delisted upon completion of the merger.
This article is based on a statement from ODP Corp’s SEC filing.
In other recent news, ODP Corporation reported third-quarter earnings that surpassed expectations, with adjusted earnings of $1.14 per share compared to the anticipated $0.90 per share. However, the company’s revenue fell to $1.6 billion, missing the consensus estimate of $1.71 billion and reflecting a 9% year-over-year decline. This decrease was attributed to lower sales in its Office Depot Division, influenced by fewer retail locations and reduced consumer traffic. Concurrently, the ODP Business Solutions Division experienced a 6% drop in sales due to broader economic challenges and decreased spending by enterprise customers.
In merger-related developments, ODP Corp’s proposed merger with ACR Ocean Resources LLC has progressed, as the antitrust waiting period under the Hart-Scott-Rodino Act has expired. This regulatory milestone is significant for the transaction, initially announced in September 2025. However, the merger faces legal challenges, with shareholder lawsuits filed alleging that ODP’s proxy statement contained incomplete and misleading information. These lawsuits aim to halt the merger until further disclosures are made and seek potential damages if the transaction proceeds.
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