Rite Aid Announces Expiration of Hart-Scott-Rodino Waiting Period for Merger with Albertsons
Companies
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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Rite Aid Corporation
INVESTORS:
Byron Purcell, 717-975-5809
or
MEDIA:
Susan Henderson, 717-730-7766
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