Rite Aid Corporation (NYSE: RAD) (“Rite Aid”) announced today that its
stockholders have voted to approve the adoption of the previously
announced Agreement and Plan of Merger, dated as of Oct. 27, 2015 (the
“Merger Agreement”), by and among Rite Aid, Walgreens Boots Alliance,
Inc., a Delaware corporation (“WBA”), and Victoria Merger Sub, Inc., a
Delaware corporation and a wholly owned direct subsidiary of WBA
(“Victoria Merger Sub”), providing for the merger of Victoria Merger Sub
with and into Rite Aid (the “Merger”), with Rite Aid surviving the
Merger as a wholly owned direct subsidiary of WBA, at a special meeting
of stockholders held today.
Approximately 97% of the votes cast at today’s special meeting of
stockholders voted in favor of the adoption of the Merger Agreement,
which represented approximately 74% of Rite Aid’s total outstanding
shares of common stock as of the Dec. 18, 2015 record date and
constitutes a majority of the outstanding shares of Rite Aid common
stock entitled to vote at the special meeting, as required to adopt the
Merger Agreement under the General Corporation Law of the State of
Delaware. A quorum of 74% of Rite Aid’s total outstanding shares of
common stock as of the Dec. 18, 2015 record date voted at the special
meeting.
In a separate item, 89% of votes cast by Rite Aid stockholders at the
special meeting approved, by means of a non-binding, advisory vote,
compensation that will or may become payable by Rite Aid to its named
executive officers in connection with the Merger.
Upon completion of the Merger, Rite Aid’s stockholders will be entitled
to receive $9.00 in cash for each share of Rite Aid’s common stock that
such stockholder owns. The Merger, which is expected to be completed in
the second half of calendar 2016, is subject to the satisfaction of
certain remaining customary closing conditions as set forth in the
Merger Agreement and discussed in detail in the definitive proxy
statement filed with the U.S. Securities and Exchange Commission by Rite
Aid on Dec. 21, 2015.
About Rite Aid
Rite Aid Corporation is one of the nation’s leading drugstore chains
with nearly 4,600 stores in 31 states and the District of Columbia and
fiscal 2015 annual revenues of $26.5 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 document includes “forward-looking statements” within the
meaning of the securities laws. The words “will,” “may,” “should,”
“expect,” “anticipate,” “believe,” “future,” “target,” “plan” and
similar expressions are intended to identify information that is not
historical in nature.
All statements, other than historical facts, including statements
regarding the expected timing of the closing of the transaction; the
ability of the parties to complete the transaction considering the
various closing conditions; the expected benefits of the transaction
such as improved operations, enhanced revenues and cash flow, growth
potential, market profile and financial strength; the competitive
ability and position of WBA following completion of the proposed
transaction; and any assumptions underlying any of the foregoing, are
forward-looking statements. Such statements are based upon current
plans, estimates and expectations that are subject to risks,
uncertainties and assumptions. 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. The inclusion of such
statements should not be regarded as a representation that such plans,
estimates or expectations will be achieved. You should not place undue
reliance on such statements. Important factors that could cause actual
results to differ materially from such plans, estimates or expectations
include, among others, that (1) one or more closing conditions to the
transaction, including certain regulatory approvals, may not be
satisfied or waived, on a timely basis or otherwise, including that a
governmental entity may prohibit, delay or refuse to grant approval for
the consummation of the transaction or may require conditions,
limitations or restrictions in connection with such approvals; (2) there
may be a material adverse change of Rite Aid or the business of Rite Aid
may suffer as a result of uncertainty surrounding the transaction; (3)
the transaction may involve unexpected costs, liabilities or delays; (4)
legal proceedings may be initiated related to the transaction; (5)
changes in economic conditions, political conditions, changes in federal
or state laws or regulations, including the Patient Protection and
Affordable Care Act and the Health Care Education Affordability
Reconciliation Act and any regulations enacted thereunder may occur; (6)
provider and state contract changes may occur; (7) reduction in provider
payments by governmental payors may occur; (8) the expiration of Rite
Aid’s Medicare or Medicaid managed care contracts by federal or state
governments; (9) tax matters; (10) there may be difficulties and delays
in achieving synergies and cost savings; and (11) other risk factors as
detailed from time to time in Rite Aid’s and WBA’s reports filed with
the Securities and Exchange Commission (the “SEC”), including Rite Aid’s
Annual Report on Form 10-K for the fiscal year ended February 28, 2015
and WBA’s Annual Report on Form 10-K for the fiscal year ended August
31, 2015, each of which is available on the SEC’s Web site (www.sec.gov).
These risks, as well as other risks associated with the merger, are more
fully discussed in the definitive proxy statement that was filed by Rite
Aid with the SEC on December 21, 2015 in connection with the merger.
There can be no assurance that the merger will be completed, or if it is
completed, that it will close within the anticipated time period or that
the expected benefits of the merger will be realized.
Neither WBA nor Rite Aid undertakes any obligation to update any
forward-looking statement to reflect events or circumstances after the
date on which the statement is made or to reflect the occurrence of
unanticipated events. Readers are cautioned not to place undue reliance
on any of these forward-looking statements.
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