CLEVELAND (AP) – Boise Cascade Corp., a wood and paper products maker, has agreed to acquire OfficeMax Inc. for nearly $1.2 billion in a deal that would more than double the size of its office products distribution business.

OfficeMax is the third biggest U.S. office products retailer, behind Office Depot and Staples.

Under the deal announced early Monday, Boise Cascade will pay $9 a share for OfficeMax, a 25 percent premium over OfficeMax’s closing price of $7.18 a share on Friday.

Boise Cascade plans to pay 30 percent of the price in cash and 70 percent in stock, the companies said in a statement. The cash amount could increase if the value of Boise Cascade shares drop.

About half of Idaho-based Boise Cascade’s $7.4 billion in revenues comes from selling office products. Buying OfficeMax would allow it to better compete with Staples, the largest office retailer, and Office Depot, the second largest.

“It’s an excellent fit between complementary businesses,” Boise chairman and CEO George Harad said Monday in a conference call with analysts.

“This is really one of those transactions where one plus one equals much more than two,” said Michael Feuer, OfficeMax’s co-founder, chairman and CEO.

The deal has already been unanimously approved by both companies’ boards of directors but is still subject to approval by shareholders and regulators. The companies hope to complete the deal by the end of the year.

Cleveland-based OfficeMax sells through nearly 1,000 superstores and via direct mail catalogs and the Internet.

It had sales of $4.8 billion in 2002.

Boise Cascade, based in Boise, Idaho, had sales of $7.4 billion in 2002.

Its office products distribution unit, based in Itasca, Ill., had $3.5 billion in sales last year.

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On the Net:

Boise Cascade Corp.: http://www.bc.com

OfficeMax: http://www.officemax.com

AP-ES-07-14-03 1022EDT