DEERFIELD, Ill. & CAMP HILL, Pa.--(BUSINESS WIRE)--
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
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 2016Walgreens 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
** For 12 months ending 31 August 2016, using publicly available
information for AmerisourceBergen.
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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170130005563/en/
Walgreens Boots Alliance, Inc.
Michael Polzin, +1 847 315 2935
International / Laura Vergani, +44
(0)207 980 8585
Gerald Gradwell and
Ashish Kohli, +1 847 315 2922
Rite Aid Corporation
Ashley Flower, +1 717 975 5718
Matt Schroeder, +1 717 214 8867
Source: Walgreens Boots Alliance, Inc. and Rite Aid Corporation
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