Walgreens Boots Alliance, Inc. (Nasdaq: WBA) and Rite Aid
Corporation (NYSE: RAD) today announced that they have entered into
an amendment and extension of their previously announced definitive
merger agreement under which Walgreens Boots Alliance will acquire
all outstanding shares of Rite Aid, a U.S. retail pharmacy
chain.
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Under the terms of the amendment, the parties have agreed to
reduce the price for each share of Rite Aid common stock to be paid
by Walgreens Boots Alliance. The revised price will be a maximum of
$7.00 per share and a minimum of $6.50 per share. In addition,
Walgreens Boots Alliance will be required to divest up to 1,200
Rite Aid stores and certain additional related assets if required
to obtain regulatory approval. The exact price per share will be
determined based on the number of required store divestitures, with
the price set at $7.00 per share if 1,000 stores or fewer are
required for divestiture and at $6.50 per share if 1,200 stores are
required for divestiture. If the required divestitures fall between
1,000 and 1,200 stores, then there will be a pro-rata adjustment of
the price per share. Walgreens Boots Alliance agreement to divest
up to 1,200 Rite Aid stores represents an increase of up to 200
stores over the 1,000 stores that Walgreens Boots Alliance had
agreed to divest under the terms of the original agreement.
Additionally, Walgreens Boots Alliance and Rite Aid agreed to
extend the end date under the previously announced agreement from
27 January 2017 to 31 July 2017 in order to allow the parties
additional time to obtain regulatory approval.
The transaction is subject to approval by the holders of Rite
Aid’s common stock, the expiration or termination of applicable
waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and other customary closing
conditions.
Notes to Editors:
About Walgreens Boots Alliance
Walgreens Boots Alliance (Nasdaq: WBA) is the first global
pharmacy-led, health and wellbeing enterprise.
The company was created through the combination of Walgreens and
Alliance Boots in December 2014, bringing together two leading
companies with iconic brands, complementary geographic footprints,
shared values and a heritage of trusted health care services
through pharmaceutical wholesaling and community pharmacy care,
dating back more than 100 years.
Walgreens Boots Alliance is the largest retail pharmacy, health
and daily living destination across the USA and Europe. Walgreens
Boots Alliance and the companies in which it has equity method
investments together have a presence in more than 25* countries and
employ more than 400,000* people. The company is a global leader in
pharmacy-led, health and wellbeing retail and, together with the
companies in which it has equity method investments, has over
13,200* stores in 11* countries as well as one of the largest
global pharmaceutical wholesale and distribution networks, with
over 390* distribution centers delivering to more than 230,000**
pharmacies, doctors, health centers and hospitals each year in more
than 20* countries. In addition, Walgreens Boots Alliance is one of
the world’s largest purchasers of prescription drugs and many other
health and wellbeing products.
The company’s portfolio of retail and business brands includes
Walgreens, Duane Reade, Boots and Alliance Healthcare, as well as
increasingly global health and beauty product brands such as No7,
Botanics, Liz Earle and Soap & Glory.
In October 2016 Walgreens Boots Alliance received the United
Nations Foundation Global Leadership Award for its commitment to
the UN’s Sustainable Development Goals.
More company information is available at
www.walgreensbootsalliance.com.
* As of 31 August 2016, using publicly available information for
AmerisourceBergen.
** For 12 months ending 31 August 2016, using publicly available
information for AmerisourceBergen.
(WBA-GEN)
About Rite Aid
Rite Aid Corporation (NYSE: RAD) is one of the nation's leading
drugstore chains with nearly 4,600 stores in 31 states and the
District of Columbia and fiscal 2016 annual revenues of $30.7
billion. Information about Rite Aid, including corporate background
and press releases, is available through the company's website at
www.riteaid.com.
Cautionary Note Regarding Forward-Looking Statements
All statements in this release that are not historical
statements, which include, without limitation, those regarding the
pending merger agreement between Walgreens Boots Alliance, Inc. and
Rite Aid Corporation and the transactions contemplated thereby and
their possible timing and effects, are forward-looking statements
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Words such as “expect,”
“pending,” “potential”, “likely,” “preliminary,” “would,” “could,”
“should,” “can,” “will,” “project,” “intend,” “plan,” “goal,”
“continue,” “synergy,” “on track,” “believe,” “seek,” “estimate,”
“anticipate,” “may,” “possible,” “assume,” and variations of such
words and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements are
not guarantees of future performance and are subject to risks,
uncertainties and assumptions, known or unknown, which could cause
actual results to vary materially from those indicated or
anticipated. These include, but are not limited to, the outcome of
legal and regulatory matters, including with respect to the outcome
of discussions with the Federal Trade Commission and otherwise in
connection with the pending acquisition of Rite Aid by Walgreens
Boots Alliance; the number of stores divested in connection with
such pending acquisition and the terms, timing and consummation of
such transactions; the risk of unexpected costs, liabilities or
delays, changes in management’s assumptions, risks associated with
acquisitions, including risks relating to the failure to obtain
necessary Rite Aid stockholder approvals or otherwise relating to
the ability to satisfy the closing conditions and consummate the
pending acquisition of Rite Aid by Walgreens Boots Alliance and
related matters on a timely basis or at all; the risks associated
with the integration of complex businesses; and the other risks and
uncertainties described in the reports that Walgreens Boots
Alliance and Rite Aid have filed with the Securities and Exchange
Commission (“SEC”). A further list and description of risks and
uncertainties can be found in Item 1A (Risk Factors) in Walgreens
Boots Alliance’s Annual Report on Form 10-K for the fiscal year
ending 31 August 2016 as well as Rite Aid’s Annual Report on Form
10-K for the fiscal year ending 27 February 2016 and its subsequent
reports on Form 10-Q. 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. Accordingly, you
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date they are made.
Walgreens Boots Alliance and Rite Aid expressly disclaim any
current intention to update publicly any forward-looking statement
after the distribution of this release, whether as a result of new
information, future events, changes in assumptions or
otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction, Rite Aid will file
with the SEC and mail or otherwise provide to its stockholders a
proxy statement regarding the proposed transaction. BEFORE MAKING
ANY VOTING DECISION, RITE AID’S STOCKHOLDERS ARE URGED TO READ THE
PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY
OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security
holders may obtain a free copy of the proxy statement and other
documents that Rite Aid files with the SEC (when available) from
the SEC’s website at www.sec.gov and Rite Aid’s website at
www.riteaid.com.
Participants in Solicitation
Rite Aid and its directors, executive officers and employees may
be deemed, under SEC rules, to be participants in the solicitation
of proxies from Rite Aid’s stockholders with respect to the
proposed acquisition. Information regarding the interests of such
individuals in the proposed acquisition of Rite Aid by Walgreens
Boots Alliance will be included in the proxy statement relating to
such acquisition when it is filed with the SEC. You may obtain
information about Rite Aid’s executive officers and directors in
Rite Aid’s definitive proxy statement for its 2016 annual meeting
of stockholders, which was filed with the SEC on May 13, 2016.
These documents may be obtained free of charge from the SEC’s
website at www.sec.gov and Rite Aid’s website at
www.riteaid.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20170130005563/en/
Walgreens Boots Alliance, Inc.Media RelationsUSA /
Michael Polzin, +1 847 315 2935International / Laura Vergani, +44
(0)207 980 8585Investor RelationsGerald Gradwell and Ashish
Kohli, +1 847 315 2922orRite Aid CorporationMedia
RelationsAshley Flower, +1 717 975 5718Investor
RelationsMatt Schroeder, +1 717 214 8867
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