Staples tried to buy Office Depot twice — blocked in 1997 and again in 2016

In September 1996 Staples agreed to an all-stock merger with Office Depot, leaving OfficeMax as the only national superstore rival. The FTC sued, and on June 30, 1997 a federal judge in Washington granted a preliminary injunction. The evidence was retail arithmetic: Staples generally charged lower prices where an Office Depot superstore competed nearby than where it faced only OfficeMax — proof the two firms disciplined each other's prices. The companies terminated the merger on July 2, 1997, and Office Depot booked $16.1m of merger costs in the first half of that year.

Nineteen years later Staples tried again, signing on February 4, 2015 to buy Office Depot in a deal the FTC valued at $6.3 billion. This time the story was not store aisles but contracts: the FTC's December 7, 2015 administrative complaint defined the market as consumable office supplies sold to large business-to-business customers, where Staples and Office Depot were the top two national suppliers.

The defense argued the world had changed — Amazon Business and a patchwork of regional resellers would keep prices honest. On May 10, 2016 Judge Emmet Sullivan rejected that, granting the FTC's preliminary injunction in a 75-page opinion from the same court that had blocked the deal in 1997. The merger agreement was terminated on May 16, 2016, with Staples paying Office Depot a $250m 'regulatory fee'.

Between the two attempts the FTC had cleared Office Depot's 2013 merger with OfficeMax — the overlap was never the top two. Staples had signed a $6.3bn deal hoping two decades of e-commerce had rewritten the antitrust analysis; the agency concluded, again, that removing one of only two full-service rivals in a market is not made safe by relabeling it.

$250m regulatory fee paid in 2016; $16.1m of merger costs Office Depot wrote off in 1997; two decades with no deal to show for it

Both deals concentrated the top two national players in their channel — in 1997 the proof was head-to-head store pricing, in 2016 it was contract pricing for large business customers.

The 2016 defense leaned on Amazon Business, launched the year before, and regional resellers the court found far too small to replace the lost head-to-head competition.

Staples assumed e-commerce had rewritten the antitrust math; the FTC defined the market narrowly and found the old overlap intact.

The contract's own terms priced failure: a $250m regulatory fee for walking after an injunction, on top of litigation and integration-planning costs both times.

A deal blocked once does not become legal because you redrew the market. Re-map what actually changed — customers, channels, rivals — before signing again, or pay twice for one rejected idea.

The FTC dismissed its administrative case on May 19, 2016, with Chairwoman Edith Ramirez saying the outcome preserved direct competition between the two largest suppliers. Office Depot, which had already absorbed OfficeMax in 2013 with FTC clearance, and Staples both stayed standalone. Nineteen years apart, the same principle produced the same result: when the buyer and the target are the only two credible national rivals left in a market, no amount of deal restructuring or market redrawing has gotten the combination through.