Walgreens Boots Alliance, Inc. (Nasdaq: WBA) and Rite Aid
Corporation (NYSE: RAD) today announced that they have certified
substantial compliance with the Request for Additional Information
(the “Second Request”) from the United States Federal Trade
Commission (FTC) regarding their merger agreement under which
Walgreens Boots Alliance proposes to acquire all outstanding shares
of Rite Aid.
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In January 2016, Walgreens Boots Alliance and Rite Aid entered
into a timing agreement with the FTC pursuant to which the two
companies have agreed not to close the proposed merger until at
least 60 full calendar days after both companies have certified
substantial compliance with the Second Request. The transaction
remains subject to the expiration or termination of applicable
waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, approval by the holders of Rite Aid's
common stock and other closing conditions, and there can be no
assurance that these conditions to closing will be satisfied.
“We are pleased to have certified completion of our submission
of documents and information to the FTC in connection with the
Second Request,” said Stefano Pessina, executive vice chairman and
chief executive officer of Walgreens Boots Alliance. “We will
continue to work closely with the FTC regarding the pending
transaction.”
“Our teams did a tremendous amount of work to deliver to the FTC
the information to substantially comply with the Second Request,”
said Rite Aid Chairman and CEO John Standley.
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 Statement 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.
(“Walgreens Boots Alliance”) and Rite Aid Corporation (“Rite Aid”)
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. Such statements include, but are not limited to,
statements regarding the expected timing of the closing of the
transactions contemplated by the pending merger agreement between
Walgreens Boots Alliance and Rite Aid; the ability of the parties
to complete the transactions considering the various closing
conditions; and 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 WBA. 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. Such risks include, but are not limited to, risks
related to the proposed transactions and acquisitions generally,
including the risk that the transactions may not close due to one
or more closing conditions to the transactions not being satisfied
or waived, such as certain regulatory approvals not being obtained,
on a timely basis or otherwise, or that a governmental entity
prohibited, delayed or refused to grant approval for the
consummation of the transactions or required certain conditions,
limitations or restrictions in connection with such approvals, or
that the required approval of the amended merger agreement by the
stockholders of Rite Aid was not obtained; the risk that Rite Aid
stockholders may receive the bottom of the price range for the per
share merger consideration; the risk that the merger agreement may
be terminated in certain circumstances that require a party to pay
the other party a termination fee pursuant to the merger agreement;
the risk that there may be a material adverse change of Rite Aid or
the stores proposed to be sold to Fred's, Inc. (“Fred’s”) pursuant
to that certain Asset Purchase Agreement, dated as of 19 December
2016, by and among Rite Aid, Walgreens Boots Alliance, Fred’s, and
AFAE, LLC, or the business of Rite Aid or the stores proposed to be
sold to Fred's may suffer as a result of uncertainty surrounding
the transactions; risks related to the ability to realize the
anticipated benefits of the proposed transactions; risks associated
with the financing of the proposed transactions; the outcome of
legal and regulatory matters, including with respect to the outcome
of discussions with the FTC 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; 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, in Rite Aid’s Annual Report on Form 10-K for
the fiscal year ending 4 March 2017, in the preliminary proxy
statement, as it may be amended, that Rite Aid filed with the SEC
on 3 March 2017 in connection with the proposed merger, and in
other documents that the parties may file or furnish with the SEC,
which you are encouraged to read. 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 with Walgreens Boots
Alliance, as amended, Rite Aid prepared a preliminary proxy
statement on Schedule 14A that has been filed with the SEC on 3
March 2017. The preliminary proxy statement is not yet final and
will be amended. Following the filing of the definitive proxy
statement with the SEC, Rite Aid will mail the definitive proxy
statement and a proxy card to each stockholder entitled to vote at
the special meeting relating to the proposed merger. INVESTORS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors
may obtain the proxy statement, as well as other filings containing
information about Rite Aid, free of charge, from the SEC's Web site
(www.sec.gov). Investors may also obtain Rite Aid's SEC filings in
connection with the transaction, free of charge, from Rite Aid's
Web site (www.RiteAid.com) under the link "Investor Relations" and
then under the tab "SEC Filings," or by directing a request to Rite
Aid, Byron Purcell, Attention: Senior Director, Treasury Services
& Investor Relations.
Participants in Solicitation
The directors, executive officers and employees of Rite Aid and
other persons may be deemed to be participants in the solicitation
of proxies in respect of the transaction. Information regarding
Rite Aid's directors and executive officers is available in its
definitive proxy statement for its 2016 annual meeting of
stockholders filed with the SEC on 13 May 2016. This document can
be obtained free of charge from the sources indicated above. Other
information regarding the interests of the participants in the
proxy solicitation is set forth in the preliminary proxy statement,
as it may be amended, that has been filed with the SEC on 3 March
2017. This communication shall not constitute an offer to sell or
the solicitation of an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
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version on businesswire.com: http://www.businesswire.com/news/home/20170508006406/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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