WBA moves step closer to closing Rite Aid deal

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DEERFIELD, Ill. — By agreeing to sell 865 Rite Aid stores to Fred’s Inc., Walgreens Boots Alliance Inc. and Rite Aid Corp. have likely removed a major barrier to the approval and completion of their pending merger. The sale is, however, dependent on WBA first completing its acquisition of Rite Aid.

The sale is a response to the concerns expressed by the Federal Trade Commission during its review of the proposed WBA-Rite Aid deal, which was announced in October 2015. In October 2016 the two companies announced that they were extending the closing deadline for their combination to early 2017 in order to provide time to divest between 500 and 1,000 stores to satisfy the FTC. WBA originally anticipated getting rid of less than 500 stores to secure FTC clearance for the deal. As of August 31, 2016, WBA fielded 8,175 Walgreens and Duane Read drug stores in the U.S., Puerto Rico and the Virgin Islands, while Rite Aid operates almost 4,600 stores in 31 states and the District of ­Columbia.

However, in September WBA said that, as a result of discussions with the FTC, it had revised its outlook, and expected to need to divest between 500 and 1,000 stores to obtain regulatory approval. Rumors quickly began to circulate about possible buyers, with Kroger Co., Albertsons Cos., Publix Super Markets Inc. and CVS Health all being mentioned as potential purchasers.

Just days before the agreement with Fred’s was announced, reports in local business press outlets described Kroger as poised to make a deal, although an earlier Reuters report had claimed that Kroger was hesitant because the FTC would not allow it to close Rite Aid stores it might purchase and integrate their pharmacy business with that of its own nearby supermarket pharmacies.

Moreover, in mid-November Alex Gourlay, co-chief operating officer of WBA, told attendees at the Morgan Stanley Global Consumer & Retail Conference that the company had multiple buyers for stores slated for divestiture. Whether more divestitures will be required remains to be seen.

One retail analyst, Brian Tanquilut of Jefferies LLC, expressed confidence in a research note that the FTC will be satisfied with the Fred’s transaction. “We believe regulators will view WBA’s proposed sale of 865 units to Fred’s as an acceptable solution to antitrust concerns, as the deal creates a larger, more viable competitor to WBA and CVS, and Fred’s management seems committed to keeping the stores open, as opposed to closing stores and transferring Rx files, which was previously a concern of the FTC,” he wrote.

Tanquilut is also optimistic about the merger, projecting that it could add 64 cents per share in earnings to WBA by 2020, while improving the productivity of the acquired Rite Aid locations could add as much as an additional 30 cents per share. He admits, however, that enhancing the productivity of the Rite Aid stores will not necessarily be easy, since some are in undesirable locations and have suffered from low productivity for years.


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