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Two independent proxy advisory firms green light Shoppers Drug, Loblaw deal


TORONTO — Shoppers Drug Mart announced on Tuesday that it has received support from two independent proxy advisory firms for its planned acquisition by Loblaw Cos.

Institutional Shareholder Services and Glass Lewis & Co., two independent global proxy advisory services firms, have recommended that Shoppers Drug Mart shareholders vote in favor of the acquisition by Loblaw Cos.

Under the arrangement, Loblaw Cos. would acquire all of the issued and outstanding shares of Shoppers Drug Mart for consideration consisting of $61.54 in cash or 1.29417 common shares of Loblaw plus $0.01 in cash for each Shoppers Drug Mart Share held, subject to pro ration as set out in the plan of arrangement. ISS and Glass Lewis are both independent proxy advisory firms relied upon by institutional investors for advice regarding significant shareholder votes.

ISS summarized its recommendation for the arrangement as follows: "The arrangement is at arm's length and the potential synergies generated from the business combination appear appealing. Shareholders get the flexibility to choose between cash and stock consideration, and the maximum of the cash consideration represents approximately 54% of the total consideration. In light of the adequate premium derived from the thorough negotiation process, the sound strategic rationale, and no significantly noted governance concerns, a vote for this resolution is warranted."

Similarly, Glass Lewis concludes that: "The combination offers Shoppers shareholders attractive diversification at a time when both the company and Loblaw face the prospect of increasing competition within the Canadian market. In securing the current agreement, we believe the board conducted a thorough process, and did not hastily accept Loblaw's many advances in the two-year run-up to execution. The benefit of this patience appears to have accrued directly to the company's independent shareholders — the valuation implied by the offer, including the implied premium, appears reasonable relative to other deals of a comparable size in Shoppers' industry, and Loblaw's shares appear to be trading at a balanced valuation. Based on these factors and the unanimous support of the board, we believe shareholders should support this proposal. Accordingly, we recommend shareholders vote for this proposal."

A special meeting of Shoppers Drug Mart shareholders to consider and vote on the resolution with respect to the arrangement will be held on Sept. 12. Subject to obtaining shareholder and court approvals, the deal is expected to close before the end of the first quarter of 2014.


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