Rite Aid Corporation (“Rite Aid”) (NYSE: RAD) today announced
that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the “HSR Act”), in connection
with its previously announced merger with Albertsons Companies,
Inc., expired at 11:59 p.m. ET on March 28, 2018.
The expiration of the waiting period under the HSR Act satisfies
one of the conditions to the closing of the merger, which remains
subject to other customary closing conditions, including but not
limited to the approval of Rite Aid’s stockholders.
"The expiration of the HSR waiting period is an important step
toward completing the proposed transaction with Albertsons which
will create a truly differentiated leader in food, health and
wellness to meet the evolving needs of customers," said Rite Aid
Chairman and Chief Executive Officer John Standley. “We remain
focused on combining our two organizations to drive growth,
profitability and long-term shareholder value.”
Rite Aid Corporation is one of the nation's leading drugstore
chains with fiscal 2017 annual revenues of $32.8 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 release contains certain “forward-looking statements”
within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, both as amended by the Private Securities
Litigation Reform Act of 1995. Statements that are not historical
facts, including statements about the pending merger between Rite
Aid Corporation (“Rite Aid”) and Albertsons Companies, Inc.
(“Albertsons”) and the transactions contemplated thereby, and the
parties perspectives and expectations, are forward looking
statements. Such statements include, but are not limited to,
statements regarding the benefits of the proposed merger,
integration plans, expected synergies and revenue opportunities,
anticipated future financial and operating performance and results,
including estimates for growth, the expected management and
governance of the combined company, and the expected timing of the
transactions contemplated by the merger agreement. The words
“expect,” “believe,” “estimate,” “intend,” “plan” and similar
expressions indicate forward-looking statements. These
forward-looking statements are not guarantees of future performance
and are subject to various risks and uncertainties, assumptions
(including assumptions about general economic, market, industry and
operational factors), known or unknown, which could cause the
actual results to vary materially from those indicated or
anticipated.
Such risks and uncertainties include, but are not limited to,
risks related to the expected timing and likelihood of completion
of the pending merger, including the risk that the transaction may
not close due to one or more closing conditions to the transaction
not being satisfied or waived, such as 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 transaction or required
certain conditions, limitations or restrictions in connection with
such approvals, or that the required approval of the merger
agreement by the stockholders of Rite Aid was not obtained; risks
related to the ability of Albertsons and Rite Aid to successfully
integrate the businesses; the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement (including circumstances requiring Rite Aid to pay
Albertsons a termination fee pursuant to the merger agreement); the
risk that there may be a material adverse change of Rite Aid or
Albertsons; risks related to disruption of management time from
ongoing business operations due to the proposed transaction; the
risk that any announcements relating to the proposed transaction
could have adverse effects on the market price of Rite Aid’s common
stock, and the risk that the proposed transaction and its
announcement could have an adverse effect on the ability of Rite
Aid to retain customers and retain and hire key personnel and
maintain relationships with their suppliers and customers and on
their operating results and businesses generally; risks related to
successfully integrating the businesses of the companies, which may
result in the combined company not operating as effectively and
efficiently as expected; the risk that the combined company may be
unable to achieve cost-cutting synergies or it may take longer than
expected to achieve those synergies; and risks associated with the
financing of the proposed transaction. A further list and
description of risks and uncertainties can be found in Rite Aid’s
Annual Report on Form 10-K for the fiscal year ended March 4, 2017
filed with the Securities and Exchange Commission (“SEC”) and will
be found in the Form S-4 that will be filed with the SEC by
Albertsons in connection with the proposed merger, and 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. Forward-looking statements relate only to the date they
were made, and Rite Aid undertakes no obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made except as required by law or applicable
regulation. All information regarding Rite Aid assumes completion
of Rite Aid’s previously announced transaction with Walgreens Boots
Alliance, Inc. There can be no assurance that the consummation of
such transaction will be completed on a timely basis, if at all.
For further information on such transaction, see Rite Aid’s Form
8-K filed with the SEC on March 5, 2018.
Additional Information and Where to Find It
In connection with the proposed strategic combination involving
Rite Aid and Albertsons, Rite Aid and Albertsons intend to file
relevant materials with the SEC, including that Albertsons will
file a registration statement on Form S-4 that will include a proxy
statement/prospectus to be distributed to Rite Aid’s stockholders.
Rite Aid will mail the proxy statement/prospectus 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
PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION. RITE AID’S EXISTING PUBLIC
FILINGS WITH THE SEC SHOULD ALSO BE READ, INCLUDING THE RISK
FACTORS CONTAINED THEREIN.
Investors and security holders may obtain copies of the Form
S-4, including the proxy statement/prospectus, as well as other
filings containing information about Rite Aid, free of charge, from
the SEC’s Web site (www.sec.gov). Investors and security holders
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. Copies of documents filed with the SEC by
Albertsons will be made available, free of charge, on Albertsons’
website at www.albertsonscompanies.com.
Participants in Solicitation
Rite Aid, Albertsons and their respective directors, executive
officers and employees and other persons may be deemed to be
participants in the solicitation of proxies from the holders of
Rite Aid common stock in respect of the proposed transaction.
Information regarding Rite Aid’s directors and executive
officers is available in its definitive proxy statement for Rite
Aid’s 2017 annual meeting of stockholders filed with the SEC on
June 7, 2017, as modified or supplemented by any Form 3 or Form 4
filed with the SEC since the date of such definitive proxy
statement.
Information about the directors and executive officers of
Albertsons will be set forth in the Form S-4. Other information
regarding the interests of the participants in the proxy
solicitation will be included in the proxy statement/prospectus
when it becomes available. These documents can be obtained free of
charge from the sources indicated above.
Non-Solicitation
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: https://www.businesswire.com/news/home/20180329005514/en/
Rite Aid CorporationINVESTORS:Byron Purcell,
717-975-5809orMEDIA:Susan Henderson, 717-730-7766
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