Rite Aid and Albertsons Companies Mutually Agree to Terminate Merger Agreement
August 08 2018 - 8:05PM
Business Wire
Evaluating Governance Changes in
Consultation with Stockholders
Schedules Annual Meeting of
Stockholders
Rite Aid Corporation (NYSE: RAD) today announced that it has
mutually agreed with Albertsons Companies Inc. (“Albertsons”) to
terminate their previously announced merger agreement.
“While we believed in the merits of the combination with
Albertsons, we have heard the views expressed by our stockholders
and are committed to moving forward and executing our strategic
plan as a standalone company,” said Rite Aid Chairman and Chief
Executive Officer John Standley. “We remain focused on leveraging
our network of conveniently located retail pharmacies, our
EnvisionRxOptions PBM and our trusted brand of health and wellness
offerings. We will continue building momentum for key areas of our
business like our innovative Wellness store format, highly
successful customer loyalty program and expanded pharmacy service
offerings, as we also enhance our omni-channel and own brand
offerings to strengthen our competitive position and create
long-term value for stockholders.”
As a result, the special meeting of Rite Aid’s stockholders,
which was to be held on August 9, 2018, will not take place.
Under the terms of the merger agreement, neither Rite Aid nor
Albertsons will be responsible for any payments to the other party
as a result of the termination of the merger agreement.
The company also announced its board of directors is evaluating
governance changes at the company. As it considers these changes,
Rite Aid will continue to engage with stockholders to ensure
alignment between the company and its investors.
The company also announced that its 2018 annual meeting of
stockholders will be held on October 30, 2018 at 8:30 a.m. at a
location to be determined.
About Rite Aid Corporation
Rite Aid Corporation (NYSE: RAD) is one of the nation's leading
drugstore chains with fiscal 2018 annual revenues of $21.5 billion.
The company also owns EnvisionRxOptions, a multi-faceted healthcare
and pharmacy benefit management (PBM) company supporting a
membership base of more than 22 million members; RediClinic, a
convenient care clinic operator with locations in Delaware, New
Jersey, Pennsylvania, Texas and Washington; and Health Dialog, a
leading provider of population health management solutions
including analytics, a multi-channel coaching platform and shared
decision-making tools. 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 are forward-looking statements, and such statements include,
but are not limited to, statements regarding the termination of the
proposed merger (the “Merger”) between Rite Aid Corporation (“Rite
Aid”) and Albertsons Companies, Inc. (“Albertsons”); the outcome of
legal and regulatory matters in connection with the Merger or the
termination of the merger agreement; the obligations of Rite Aid or
Albertsons related to the termination of the merger agreement; the
expected governance of Rite Aid; the competitive ability and
position of Rite Aid following the termination of the merger
agreement; the ability of Rite Aid to implement new business
strategies following the termination of the merger agreement and
any assumptions underlying any of the foregoing. Words such as
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “plan,” “predict,” “project,” “should,” and “will”
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 involve
risks, assumptions and uncertainties, including, but not limited
to, our high level of indebtedness and our ability to make interest
and principal payments on our debt and satisfy the other covenants
contained in our debt agreements; general economic, industry,
market, competitive, regulatory and political conditions; our
ability to improve the operating performance of our stores in
accordance with our long term strategy; the impact of private and
public third-party payers continued reduction in prescription drug
reimbursements and efforts to encourage mail order; our ability to
manage expenses and our investments in working capital; outcomes of
legal and regulatory matters; changes in legislation or
regulations, including healthcare reform; our ability to achieve
the benefits of our efforts to reduce the costs of our generic and
other drugs; risks related to the pending transactions with WBA,
including the possibility that the remaining sales of distribution
centers and related assets may not close, or the business of Rite
Aid may suffer as a result of uncertainty surrounding the pending
transactions; the risk that any announcements relating to the
termination of the merger agreement could have adverse effects on
the market price of Rite Aid’s common stock, and the risk that the
termination of the merger agreement 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; the risk that Rite Aid's stock price may
decline significantly if the sale of distribution centers and
related assets to WBA is not completed; significant transaction
costs from the terminated Merger; unknown liabilities; the risk of
litigation and/or regulatory actions related to the Merger or the
termination of the merger agreement; potential changes to our
strategy as a result of the termination of the merger agreement,
which may include delaying or reducing capital or other
expenditures, selling assets or other operations, attempting to
restructure or refinance our debt, or seeking additional capital,
and other business effects. These and other risks, assumptions and
uncertainties are more fully described in Item 1A (Risk Factors) of
our most recent Annual Report on Form 10-K and in other
documents that we file or furnish with the Securities and Exchange
Commission, 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. Rite Aid expressly disclaims 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20180808005866/en/
Rite Aid CorporationINVESTORS: Byron Purcell, (717)
975-5809MEDIA: Ashley Flower, (717) 975-5718
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