Rite Aid Corporation (NYSE: RAD) today announced the results of
its previously announced offer to purchase (the “Asset Sale Offer”)
up to $700,000,000 of certain of its outstanding indebtedness,
consisting of its outstanding 6.75% Senior Notes due 2021 (the
“2021 Notes”) and 6.125% Senior Notes due 2023 (the “2023 Notes”
and, together with the 2021 Notes, the “Notes”) for cash at a price
equal to 100% of the principal amount of the Notes, equivalent to
$1,000 per $1,000 principal amount of Notes, plus accrued and
unpaid interest, for such Notes up to the date of purchase. The
Asset Sale Offer was made pursuant to the respective indentures
governing the Notes and an Offer to Purchase and related Letter of
Transmittal, each dated April 19, 2018.
As of 5:00 P.M., Eastern Time, on May 21, 2018 (the expiration
date with respect to each series of Notes), $1,360,000 principal
amount of the 2021 Notes, representing 0.17% of the outstanding
principal amount of the 2021 Notes and $4,759,000 principal amount
of the 2023 Notes, representing 0.27% of the outstanding principal
amount of the 2023 Notes, had been validly tendered and accepted
for purchase by Rite Aid.
This press release does not constitute a notice of redemption
under the optional redemption provisions of the Indentures, nor
does it constitute an offer to sell, or a solicitation of an offer
to buy, any security. No offer, solicitation, or sale will be made
in any jurisdiction in which such an offer, solicitation, or sale
would be unlawful.
Rite Aid is one of the nation’s leading drugstore chains with
fiscal 2018 revenues from continuing operations of $21.5 billion.
Information about Rite Aid, including corporate background and
press releases, is available through the company’s website at
www.riteaid.com.
Important Notice Regarding Forward-Looking Statements
This communication 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 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 3, 2018
filed with the Securities and Exchange Commission (“SEC”) and in
the registration statement on Form S-4 that was filed with the SEC
by Albertsons on April 6, 2018, as amended by Amendment No. 1 to
the registration statement on Form S-4 filed with the SEC on May
15, 2018, as it may be further amended, 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 28, 2018.
Additional Information and Where to Find It
In connection with the proposed merger involving Rite Aid and
Albertsons, Rite Aid and Albertsons have prepared and Albertsons
has filed with the SEC on April 6, 2018 a registration statement on
Form S-4, as amended by Amendment No. 1 to the registration
statement on Form S-4 filed with the SEC on May 15, 2018, as it may
be further amended, that includes a proxy statement of Rite Aid
that also constitutes a prospectus of Albertsons. The registration
statement is not yet final and will be amended. 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. Rite Aid and Albertsons also plan to file other relevant
documents with the SEC regarding the proposed merger. INVESTORS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT
BECOMES AVAILABLE, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC,
BECAUSE THEY 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 website (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 website
(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 the SEC’s
website (www.sec.gov) and 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 is set
forth in the registration statement on Form S-4, including the
proxy statement/prospectus that has been filed with the SEC on
April 6, 2018, as amended by Amendment No. 1 to the registration
statement on Form S-4 filed with the SEC on May 15, 2018, as it may
be further amended. Other information regarding the interests of
the participants in the proxy solicitation may be included in the
definitive 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/20180522005829/en/
Rite Aid CorporationINVESTORS:Byron Purcell,
717-975-5809investor@riteaid.comorMEDIA:Susan Henderson,
717-730-7766
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