For years, ODP, né Office Depot, has sought to reduce its reliance on retail in the hopes of arresting a long, gradual sales decline as consumers have gone online or turned to rivals to get their office supplies.

In 2017, under CEO Gerry Smith, Office Depot formalized its strategic reinvention, looking to move well beyond what had been its bread-and-butter business for years—selling commodities like paper, pens, and folders to everyday consumers—and making a much bigger play in higher-value services for business customers.

That division, called its business services unit, offers things like tech, copy, and print services, along with cleaning supplies and office furniture to companies. In 2015 that segment and retail were roughly on par in terms of revenue for ODP at around $6 billion. But by 2019, business services generated almost a billion more in sales.

So it's not surprising that ODP has replied to last week's unsolicited $2.1 billion acquisition offer from archrival Staples—its third in their decades of competition—by saying no thanks, but with a twist. An initial rejection is par for the course in mergers and acquisition negotiations. But ODP's reply came with a suggestion: Consider buying our retail business only or creating a joint venture combining both companies' retail units.

The upside? There would be less risk of regulators shooting them down again as they did in 2016. Staples, owned by private equity firm Sycamore Partners since 2017, tried to buy Office Depot in 1996 and 2016. That last attempt, a $5.5 billion offer, famously ended when U.S. antitrust regulators nixed the deal, saying it would reduce competition for large corporate office supplies contracts.

Acknowledging the risk of a regulatory block, Staples suggested in its overture last week that it would sell ODP's IT management company CompuCom or its business-to-business unit post-acquisition. So ODP suggested the companies make things simpler this time out and save themselves a lot of aggravation.

"We believe the regulatory risk of pursuing a retail-only transaction to be significantly lower than your proposed transaction," Joseph Vassalluzzo, ODP chairman, wrote in a letter to Sycamore filed on January 18 with regulators.

"What we do not plan to do, however, is engage in a transaction that, as history has shown, would likely result in a prolonged and expensive regulatory review process with no guarantee of success," he added.

A retail focused deal would be consistent with ODP's designs: The company made its emphasis even clearer last June when it renamed the corporation ODP and turned it into a holding company, whose divisions include the Office Depot chain.

Office Depot's physical retail presence has withered, despite having bought OfficeMax in 2013. In the past year it has closed 73 stores, following hundreds of closures. It has overhauled remaining locations, including adding shared workspaces at some and using them as crucial nodes in its e-commerce operations. (Staples has made similar moves.)

But retail continues to slip for the company. Retail sales at Office Depot fell only 3% last quarter, a smaller drop than its business services unit saw, as many companies pulled back because of the pandemic. Still, the longer term trajectory suggests that retail won't be a growth category anytime soon. What's more, a combination would help any new retail entity cut costs and manage what has been a segment in decline at a macro level for years.

"We continue to implement our ‘Maximize B2B’ restructuring plan, which is already delivering results," Vassalluzzo wrote. "ODP intends to push forward with this initiative."