Market Overview

Rite Aid and Albertsons Announce Deadline for Election of Form of Consideration

Share:

Rite Aid Corporation (NYSE:RAD) ("Rite Aid") and Albertsons Companies,
Inc. ("Albertsons") today announced that, in connection with the pending
merger between Albertsons and Rite Aid, the election deadline for
holders of shares of Rite Aid common stock, former service providers
that are holders of Rite Aid restricted stock units and holders of Rite
Aid restricted share awards, as applicable, to elect the form of
consideration they wish to receive in connection with the merger,
pursuant to the terms and subject to the conditions of the Merger
Agreement, is 5:00 p.m. Eastern Time on August 13, 2018.

Accordingly, an election will be valid only if a properly completed and
signed election form, together with all required documents and materials
set forth in the election form, is received by Broadridge Financial
Solutions, Inc., the exchange agent for the transaction, by 5:00 p.m.
Eastern Time on August 13, 2018. Rite Aid stockholders who hold their
shares through a bank, broker or other nominee may be subject to an
earlier deadline and should carefully read the instructions from their
bank, broker or nominee regarding making elections for their shares.

The election deadline does not impact the deadline for Rite Aid
stockholders to vote on the Merger Agreement and related proposals
described in the proxy statement, which will be considered at the
special meeting of Rite Aid stockholders scheduled for August 9, 2018.
Rite Aid stockholders are encouraged to vote their shares if they have
not already done so.

About Rite Aid

Rite Aid Corporation (NYSE:RAD) is one of the nation's leading
drugstore chains with fiscal 2018 annual revenues of $21.5 billion. The
company also owns EnvisionRxOptions, a multi-faceted healthcare and
pharmacy benefit management (PBM) company supporting a membership base
of more than 22 million members; RediClinic, a convenient care clinic
operator with locations in Delaware, New Jersey, Pennsylvania, Texas and
Washington; and Health Dialog, a leading provider of population health
management solutions including analytics, a multi-channel coaching
platform and shared decision-making tools. Information about Rite Aid,
including corporate background and press releases, is available through
the company's website at www.riteaid.com.

About Albertsons Companies

Albertsons Companies is a leading food and drug retailer in the United
States. As of June 16, 2018, the Company operated 2,300 retail food and
drug stores with 1,762 pharmacies, 397 associated fuel centers, 23
dedicated distribution centers, five Plated fulfillment centers and 20
manufacturing facilities. The Company's stores predominantly operate
under the banners Albertsons, Safeway, Vons, Pavilions, Randalls, Tom
Thumb, Carrs, Sav-On, Jewel-Osco, Acme, Shaw's, Star Market, United
Supermarkets, Market Street, Amigos, Haggen and United Express.
Albertsons Companies is committed to helping people across the country
live better lives by making a meaningful difference, neighborhood by
neighborhood.

Important Notice Regarding Forward-Looking Statements

This communication 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 and 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," "anticipate," "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 the remaining
Ohio Department of Insurance regulatory approval 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; 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 its guidance, its
cost-cutting synergies, its incremental revenue opportunities or it may
take longer or cost more than expected to achieve those synergies and
opportunities; the risk that the market may not value the combined
company at a similar multiple to earnings as that applied to the
companies that Rite Aid and Albertsons believe should be comparable to
the combined company, 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 3, 2018 filed with the Securities and
Exchange Commission ("SEC") and in the definitive proxy
statement/prospectus that was filed with the SEC on June 25, 2018 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 28, 2018.

Additional Information and Where to Find It

In connection with the proposed merger involving Rite Aid and
Albertsons, Rite Aid and Albertsons have prepared a registration
statement on Form S-4 that included a proxy statement/prospectus. The
definitive proxy statement/prospectus was filed with the SEC on June 25,
2018. The registration statement has been declared effective by the SEC.
Rite Aid has mailed the definitive proxy statement/prospectus and a
proxy card to each stockholder entitled to vote at the special meeting
relating to the proposed merger. Rite Aid and Albertsons also plan to
file other relevant documents with the SEC regarding the proposed
merger. INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC,
BECAUSE THEY 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
website (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 website
(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 the SEC's website (www.sec.gov)
and on Albertsons' website at www.albertsonscompanies.com.

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.

View Comments and Join the Discussion!