Walgreens, Rite Aid amend deal to $7 per share, extend end date

DEERFIELD, Ill.  — Walgreens Boots Alliance and Rite Aid on Monday morning extended their previously announced definitive merger agreement under which Walgreens Boots Alliance will acquire all outstanding shares of Rite Aid.

The retail pharmacy operations also restructured a new deal that would value Rite Aid at between about $6.8 billion and $7.4 billion, depending on required store divestitures, down from an initial acquisition cost of $9.4 billion.



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 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 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.

According to the original divestiture agreement with Fred's announced Dec. 20, if the FTC requires divestiture of more than the 865 Rite Aid stores currently contemplated by the purchase agreement and Walgreens Boots Alliance agrees to sell such stores, that purchase agreement requires Fred’s to purchase those additional stores.



Additionally, Walgreens Boots Alliance and Rite Aid agreed to extend the end date under the previously announced agreement from Jan. 27 to July 31 2017 in order to allow the parties additional time to obtain regulatory approval.



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.