Rite Aid Announces Stockholder Adoption of the Merger Agreement with Walgreens Boots Alliance
February 04 2016 - 9:15AM
Business Wire
Rite Aid Corporation (NYSE: RAD) (“Rite Aid”) announced today
that its stockholders have voted to approve the adoption of the
previously announced Agreement and Plan of Merger, dated as of Oct.
27, 2015 (the “Merger Agreement”), by and among Rite Aid, Walgreens
Boots Alliance, Inc., a Delaware corporation (“WBA”), and Victoria
Merger Sub, Inc., a Delaware corporation and a wholly owned direct
subsidiary of WBA (“Victoria Merger Sub”), providing for the merger
of Victoria Merger Sub with and into Rite Aid (the “Merger”), with
Rite Aid surviving the Merger as a wholly owned direct subsidiary
of WBA, at a special meeting of stockholders held today.
Approximately 97% of the votes cast at today’s special meeting
of stockholders voted in favor of the adoption of the Merger
Agreement, which represented approximately 74% of Rite Aid’s total
outstanding shares of common stock as of the Dec. 18, 2015 record
date and constitutes a majority of the outstanding shares of Rite
Aid common stock entitled to vote at the special meeting, as
required to adopt the Merger Agreement under the General
Corporation Law of the State of Delaware. A quorum of 74% of Rite
Aid’s total outstanding shares of common stock as of the Dec. 18,
2015 record date voted at the special meeting.
In a separate item, 89% of votes cast by Rite Aid stockholders
at the special meeting approved, by means of a non-binding,
advisory vote, compensation that will or may become payable by Rite
Aid to its named executive officers in connection with the
Merger.
Upon completion of the Merger, Rite Aid’s stockholders will be
entitled to receive $9.00 in cash for each share of Rite Aid’s
common stock that such stockholder owns. The Merger, which is
expected to be completed in the second half of calendar 2016, is
subject to the satisfaction of certain remaining customary closing
conditions as set forth in the Merger Agreement and discussed in
detail in the definitive proxy statement filed with the U.S.
Securities and Exchange Commission by Rite Aid on Dec. 21,
2015.
About Rite Aid
Rite Aid Corporation is one of the nation’s leading drugstore
chains with nearly 4,600 stores in 31 states and the District of
Columbia and fiscal 2015 annual revenues of $26.5 billion.
Information about Rite Aid, including corporate background and
press releases, is available through the company’s website at
www.riteaid.com.
Cautionary Statement Regarding Forward-Looking
Statements
This document includes “forward-looking statements” within the
meaning of the securities laws. The words “will,” “may,” “should,”
“expect,” “anticipate,” “believe,” “future,” “target,” “plan” and
similar expressions are intended to identify information that is
not historical in nature.
All statements, other than historical facts, including
statements regarding the expected timing of the closing of the
transaction; the ability of the parties to complete the transaction
considering the various closing conditions; the expected benefits
of the transaction such as improved operations, enhanced revenues
and cash flow, growth potential, market profile and financial
strength; the competitive ability and position of WBA following
completion of the proposed transaction; and any assumptions
underlying any of the foregoing, are forward-looking statements.
Such statements are based upon current plans, estimates and
expectations that are subject to risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or
anticipated by such forward-looking statements. The inclusion of
such statements should not be regarded as a representation that
such plans, estimates or expectations will be achieved. You should
not place undue reliance on such statements. Important factors that
could cause actual results to differ materially from such plans,
estimates or expectations include, among others, that (1) one or
more closing conditions to the transaction, including certain
regulatory approvals, may not be satisfied or waived, on a timely
basis or otherwise, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of
the transaction or may require conditions, limitations or
restrictions in connection with such approvals; (2) there may be a
material adverse change of Rite Aid or the business of Rite Aid may
suffer as a result of uncertainty surrounding the transaction; (3)
the transaction may involve unexpected costs, liabilities or
delays; (4) legal proceedings may be initiated related to the
transaction; (5) changes in economic conditions, political
conditions, changes in federal or state laws or regulations,
including the Patient Protection and Affordable Care Act and the
Health Care Education Affordability Reconciliation Act and any
regulations enacted thereunder may occur; (6) provider and state
contract changes may occur; (7) reduction in provider payments by
governmental payors may occur; (8) the expiration of Rite Aid’s
Medicare or Medicaid managed care contracts by federal or state
governments; (9) tax matters; (10) there may be difficulties and
delays in achieving synergies and cost savings; and (11) other risk
factors as detailed from time to time in Rite Aid’s and WBA’s
reports filed with the Securities and Exchange Commission (the
“SEC”), including Rite Aid’s Annual Report on Form 10-K for the
fiscal year ended February 28, 2015 and WBA’s Annual Report on Form
10-K for the fiscal year ended August 31, 2015, each of which is
available on the SEC’s Web site (www.sec.gov). These risks, as well
as other risks associated with the merger, are more fully discussed
in the definitive proxy statement that was filed by Rite Aid with
the SEC on December 21, 2015 in connection with the merger. There
can be no assurance that the merger will be completed, or if it is
completed, that it will close within the anticipated time period or
that the expected benefits of the merger will be realized.
Neither WBA nor Rite Aid undertakes any obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the
occurrence of unanticipated events. Readers are cautioned not to
place undue reliance on any of these forward-looking
statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20160204005845/en/
Rite Aid CorporationINVESTORS:Matt Schroeder, 717-214-8867or
investor@riteaid.comorMEDIA:Ashley Flower, 717-975-5718
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