No thanks.

That’s the reply ODP Corporation, parent company of Office Depot, had in response to an acquisition proposal from USR Parent, the parent company of Staples. Staples Promotional Products (asi/120601), which is part of Staples, is the third-largest distributor in the North American promotional products industry.

In a letter dated Monday, March 15, ODP said it couldn’t accept Staples’ proposal to acquire the company’s retail and consumer-facing e-commerce operations (including Office Depot), its B2B-related assets of Grand & Toy (its Canadian subsidiary, which has no retail stores), the Federation companies (which have no retail stores), and all U.S. distribution centers, as well as ODP’s global corporate headquarters.

Joseph S. Vassalluzzo, chairman of ODP’s board of directors, said there were multiple reasons for the rejection, which he detailed in a letter to USR.

“You are proposing no valuation of the assets you wish to acquire, no timeframe for completing a transaction and no obligation on Sycamore or Staples to proceed with the transaction, agree to a purchase price, or take on any of the regulatory risk,” he summarized in the letter declining the acquisition offer. USR Parent is affiliated with Sycamore Partners, the private equity firm that bought Staples for $6.9 billion in 2017.

Vassalluzzo said ODP is open to combining its retail and consumer-facing operations with Staples if the deal were right, including in the form a joint venture or potential sale of such assets. However, perhaps especially notable for the promotional products industry, ODP wants to hang onto its B2B business.

Reuters reported that ODP’s business solutions unit sells office supply products, breakroom supplies and personal protective equipment (PPE) to businesses in the United States and Canada. The unit accounted for about half of the company’s fiscal 2020 sales.

This is the second time in 2021 that ODP has rejected an acquisition bid from Staples. In January, Staples proposed a more than $2 billion takeover offer that ODP declined. Staples previously tried to purchase Office Depot in 1996 and 2016, but governmental authorities blocked the deals over regulatory concerns.

Matthew Eckhouse, vice president/general manager of Staples Promotional Products and a member of the 2020 Power 50, a definitive ranking of the most influential people in promo, has said that he can’t yet comment on what, if any, effects or opportunities an acquisition of Office Depot could have on Staples’ promo division.

With estimated 2019 North American promotional product revenue of $601.6 million, Staples Promotional Products ranked third on Counselor’s most recent list of the largest distributors in the industry.

Staples was previously a publicly traded company before being bought by Sycamore Partners.

Headquartered in Boca Raton, FL, ODP’s brands include OfficeMax, CompuCom, Grand & Toy and Office Depot.