24.08.2006 10:30:00
|
Rite Aid Will Grow to Approximately 5,000 Drugstores as the Jean Coutu Group Agrees to Merge All Brooks and Eckerd Stores into Rite Aid in a Transaction Valued at $3.4 Billion
-- The Jean Coutu Group Will Receive $1.45 Billion in Cash and a 32.0% Common Equity Interest In Rite Aid, Making It the Leading Rite Aid Shareholder; Rite Aid Also Intends To Assume $850 Million of Jean Coutu Group Long-Term Debt
-- Transaction Accelerates Rite Aid's Growth Strategy, Giving Company Scale Comparable To Its Major Competitors; Expected to be Accretive to Rite Aid Earnings Twelve Months After Closing
-- Transforms The Jean Coutu Group's U.S. Regional Drugstore Investment Into Significant Interest in Major National U.S. Chain
-- Rite Aid President and CEO Mary Sammons Will Continue to Lead Company and Also Become Rite Aid Chairman; Michel Coutu, President of The Jean Coutu Group's U.S. Operations, Will Become Rite Aid Co-Chairman
-- All Acquired Stores Will Be Re-branded Rite Aid
Rite Aid Corporation (NYSE, PCX:RAD) and The Jean Coutu Group(PJC) Inc. (TSX:PJC.A) announced today that they have entered into adefinitive agreement on a transaction in which its US subsidiary, TheJean Coutu Group (PJC) USA Inc., will be merged into Rite Aid,strengthening Rite Aid's position as the third largest nationaldrugstore chain in the United States and creating the largestdrugstore chain on the East Coast. The Jean Coutu Group (PJC) USAincludes 1,858 drugstores (337 Brooks stores and 1,521 Eckerd stores)and six distribution centers, all located primarily on the East Coastand in the Mid-Atlantic states. All of the stores will be re-brandedRite Aid and Rite Aid headquarters will remain in Camp Hill, PA.
Under the transaction, The Jean Coutu Group will receive $1.45billion in cash, subject to customary working capital adjustments, and250 million shares of Rite Aid common stock giving it a 32.0% commonequity interest and 30.2% of the voting power in the expanded RiteAid. Rite Aid also intends to assume $850 million of The Jean CoutuGroup's long-term debt. Based on Rite Aid's prior one-month averageclosing share price, the transaction would be valued at approximately$3.4 billion. The Jean Coutu Group will continue to independently actas franchisor and distributor for its Canadian network currentlyconsisting of 327 franchised drugstores located in three provinces.
Upon completion of the transaction, which has been approved by theBoards of Directors of both companies, there will be approximately5,000 Rite Aid stores in 31 states and the District of Columbia, withcoverage on both the East and West coasts. The stores Rite Aid willacquire are located in 18 states, with Rite Aid currently operating in14 of the states and adding Massachusetts, Rhode Island, SouthCarolina and North Carolina to its national footprint. The combinedfiscal 2006 revenues of Rite Aid and The Jean Coutu Group (PJC) USAwere approximately $26.8 billion.
Mary Sammons will continue to lead Rite Aid as President and CEOwhile also becoming Chairman of the Rite Aid Board of Directors.Michel Coutu, currently President of The Jean Coutu Group's U.S.operations, will become Co-Chairman of Rite Aid's Board and a memberof the Board's Executive Committee. The Jean Coutu Group will namethree other independent members to a 14-person Rite Aid Board,including Francois J. Coutu, Vice Chairman of The Jean Coutu Group,Andre Belzile, Senior Vice President of Finance and Corporate Affairsof The Jean Coutu Group, and Dennis Wood, one of the independentmembers of The Jean Coutu Group's Board of Directors. Robert G.Miller, the current Rite Aid Chairman, will continue to serve as aDirector. Also, Pierre Legault, The Jean Coutu Group's Executive VicePresident who was recently appointed to run its U.S. operations, willbecome Rite Aid Senior Executive Vice President, Chief AdministrativeOfficer, while Rite Aid's current senior management team remains inplace. As CAO, Mr. Legault will be responsible for finance,information technology and real estate and will be a member of theintegration leadership team along with Ms. Sammons, Jim Mastrian, RiteAid Chief Operating Officer, and Chris Hall, Rite Aid Senior VicePresident of Strategic Business Development.
Rite Aid expects the transaction will enable it to achievesignificant cost efficiencies in the areas of merchandising,purchasing, advertising and distribution as well as administrativeexpense. Net synergies are estimated to be $150 million after thefirst twelve months following the close, with some net synergiesexperienced during the first twelve months. The company said itexpects the transaction to be accretive 12 months after the close by$.09 to $.15 per diluted share. The company said it expects thetransaction to be dilutive by $.03 to $.07 per diluted share for thefirst twelve months because of integration and non-recurring expensesassociated with the transaction. The estimate of dilution for thefirst twelve months does not include a gain or loss on anyregulatory-required store dispositions.
Unique Opportunity to Accelerate Rite Aid Growth Strategy
Ms. Sammons said: "We're very excited about this uniqueopportunity that dramatically accelerates our growth strategy,particularly in areas where we've been focusing our new storedevelopment. The Brooks and Eckerd stores are in good locations withdedicated associates committed to serving their customers and theircommunities. Adding these stores to our company gives Rite Aid scalecomparable to our major drugstore competitors, and we believe thisenables us to compete more effectively in a highly competitivebusiness. We also look forward to bringing the Rite Aid shoppingexperience to four new states while at the same time, we continue ourorganic growth program with our very successful "Customer World" storedesign.
Sammons continued: "Successfully integrating these stores requiresa strong infrastructure like the one we have built at Rite Aid, withinformation systems and a supply chain already capable of supporting asignificant increase in the number of stores. We believe the storeswill also benefit from our proven front-end merchandising programs,innovative advertising and promotion programs, successful pharmacymarketing initiatives, solid supplier relationships, state-of-the-arttechnology and strong field structure. With 70 percent of the acquiredstores located in states where we already operate, we expect toleverage our systems, programs, best practices and executivemanagement talent to improve profitability by achieving substantialcost savings and growing sales. We'll also capitalize on ourleadership team's expertise in retail mergers and turnarounds and planto make a significant financial investment to improve the acquiredstores. We look forward to working with Brooks and Eckerd associatesto effect a smooth transition and create a distinctive health andwellness focused shopping experience second to none."
Optimizes The Jean Coutu Group's U.S. Investment
Jean Coutu, Chairman, President and CEO of The Jean Coutu Group,said, "We see this transaction as a unique strategic opportunity tooptimize our U.S. presence by transforming our investment in aregional drugstore chain into the leading ownership position in amajor national chain with the scale to better compete in the growingU.S. drugstore industry. The Jean Coutu Group and its four designatedDirectors, who will be members of Rite Aid's various Board committees,are proud to be associated with Rite Aid's management. We areconfident that the team has the skills and experience to leverage itscapabilities across a larger network. At the same time, thistransformational event allows us to deleverage our balance sheet,maintain focus on our leading Canadian franchise and should generatesignificant value for our shareholders."
Rite Aid recently increased its sales guidance for fiscal 2007,citing positive pharmacy same store sales trends and continuing solidfront end same-store sales gains. The company also remains on targetwith its organic new store development program with plans to open 800to 1,000 new stores over the next five years.
Rite Aid expects to finance the transaction with a combination ofexisting excess cash on hand and through a combination of bankborrowings, the issuance of debt securities, the expected assumptionof previously issued Jean Coutu Group 8.5% Senior Subordinated Notesin the amount of $850 million, subject to satisfaction of certainconditions, and the issuance of 250 million shares of common stock. Inthe event the $850 million Senior Subordinated Notes are not assumedby Rite Aid, the cash paid would increase to $2.3 billion and Rite Aidwould issue additional debt securities to fund the increased cashconsideration. A financing commitment has been obtained from CitigroupNorth America, Inc. and Citigroup Global Markets Inc.
Pro forma financial impact of the transaction on The Jean CoutuGroup
The investment by The Jean Coutu Group in Rite Aid will beaccounted for using the equity method in future periods. US operationswill not be presented as discontinued operations considering thecontinuing involvement by the company in the business. The estimatedproceeds on disposal of $3.4 billion are subject to fluctuation due tochanges in the US Dollar per Canadian dollar exchange rate and theRite Aid share price until the transaction closes. Based on Rite Aid'sprior one-month average closing share price of $4.41 and an averageexchange rate of 0.8885 US dollars per Canadian dollar, The Jean CoutuGroup would have recorded an after-tax loss of approximately $140million from the transaction.
Closing of the transaction is subject to review under theHart-Scott-Rodino Act, Rite Aid stockholder approval and othercustomary closing conditions. The closing date is dependent on theseactivities but could be as early as Rite Aid's fiscal 2007 fourthquarter, which begins December 3, 2006 and ends March 3, 2007, and TheJean Coutu Group's fiscal 2007 third quarter, which begins on November26, 2006 and ends February 24, 2007.
The Brooks stores Rite Aid will acquire are located in Maine,Vermont, New Hampshire, Massachusetts, Rhode Island and Connecticut.The Eckerd stores Rite Aid will acquire are located in New York,Pennsylvania, New Jersey, Maryland, Delaware, Virginia, West Virginia,Tennessee, North Carolina, South Carolina, Georgia and Ohio. Thedistribution centers Rite Aid will acquire are located in Atlanta, GA;Charlotte, NC; Philadelphia, PA; Dayville, CT; Syracuse, NY andBohemia, NY. The transaction also includes The Jean Coutu Group (PJC)USA's corporate headquarters in Warwick, Rhode Island.
Financial advisors for Rite Aid are Citigroup Corporate andInvestment Banking and Rothschild; exclusive financial advisor for TheJean Coutu Group is J.P. Morgan Securities, Inc.
Joint Conference Call Scheduled for 9:30 a.m. Eastern Time Today
Rite Aid and The Jean Coutu Group will host a joint conferencecall for analysts and the investment community at 9:30 a.m. EasternTime today, August 24, with remarks on today's announcement by themanagement teams of both companies. The conference call number is1-877-654-4425 from within the U.S. and Canada or 1-706-679-0005 fromoutside the U.S. and Canada. We suggest you dial in 10 to 15 minutesbefore the call. The call will be simulcast via the internet and canbe accessed through the websites at www.riteaid.com andwww.jeancoutu.com in the conference call section of investorinformation as well as on www.StreetEvents.com andwww.ccnmatthews.com.
A telephone replay will be available for 48 hours beginning at 1p.m. Eastern Time today and ending at 1 p.m. Eastern Time on Saturday,August 26. To access playback of the call, telephone 1-800-642-1687from within the U.S. and Canada or 1-706-645-9291 from outside theU.S. and Canada and enter the seven-digit reservation number 5113848.
A playback of the call will also be available on the internet atwww.riteaid.com, www.jeancoutu.com , www.StreetEvents.com andwww.ccnmatthews.com starting at 2 p.m. Eastern Time today. Theplayback will be available on these sites until 5 p.m. Eastern TimeSeptember 25, 2006.
About Rite Aid
Rite Aid Corporation is the third largest national drugstore chainin the U.S. in total revenues and store count with annual revenues of$17.3 billion, 3,319 corporate-owned stores in 27 states and theDistrict of Columbia and 70,500 associates. Information about RiteAid, including corporate background and press releases, is availablethrough the company's website at www.riteaid.com.
This press release may contain forward-looking statements, whichare subject to certain risks and uncertainties that could cause actualresults to differ materially from those expressed or implied in theforward-looking statements. Factors that could cause actual results todiffer materially from those expressed or implied in suchforward-looking statements include our high level of indebtedness, ourability to make interest and principal payments on our debt andsatisfy the other covenants contained in our senior secured creditfacility and other debt agreements, our ability to improve theoperating performance of our existing stores in accordance with ourlong term strategy, our ability to hire and retain pharmacists andother store personnel, the efforts of private and public third-partypayors to reduce prescription drug reimbursements and encourage mailorder, competitive pricing pressures, continued consolidation of thedrugstore industry, changes in state or federal legislation orregulations, the outcome of lawsuits and governmental investigations,general economic conditions and inflation, interest rate movements,access to capital, the ability of Rite Aid to consummate thetransaction with the Jean Coutu Group and realize the benefits of suchtransaction and our ability to assume the senior subordinated notes.Consequently, all of the forward-looking statements made in this pressrelease are qualified by these and other factors, risks anduncertainties. Readers are also directed to consider other risks anduncertainties discussed in documents filed by the Company with theSecurities and Exchange Commission. Forward-looking statements can beidentified through the use of words such as "may", "will", "intend","plan", "project", "expect", "anticipate", "could", "should", "would","believe", "estimate", "contemplate", and "possible".
See the 8-K furnished to the Securities and Exchange Commission onJune 22, 2006 for definition, purpose and reconciliation of non-GAAPfinancial measures referred to herein to most comparable GAAPfinancial measures.
About The Jean Coutu Group
The Jean Coutu Group (PJC) Inc. is the fourth largest drugstorechain in North America and the second largest in both the EasternUnited States and Canada. The company and its combined network of2,185 corporate and franchised drugstores (under the banners of Brooksand Eckerd Pharmacy, PJC Jean Coutu, PJC Clinique and PJC SanteBeaute) employ more than 61,000 people.
The Jean Coutu Group's U.S. operations employ 46,000 people andcomprise 1,858 corporate owned stores located in 18 states of theNortheastern, mid-Atlantic and Southeastern United States. The JeanCoutu Group's Canadian operations and franchised drugstores in itsnetwork employ over 15,000 people and comprise 327 PJC Jean Coutufranchised stores in Quebec, New Brunswick and Ontario. Informationabout The Jean Coutu Group, including corporate background and pressreleases, is available through the company's website atwww.jeancoutu.com.
Certain statements contained in this press release may constitute"forward-looking statements" within the meaning of the US PrivateSecurities Litigation Reform Act of 1995. The words "looking forward,""looking ahead," "believe(s)," "should," "may," "expect(s),""anticipate(s)," "likely," "opportunity," and similar expressions,among others, identify forward-looking statements. Such statements arenot guarantees of the future performance of The Jean Coutu Group (PJC)Inc. or its segments, and involve known and unknown risks anduncertainties that may cause the outlook, the actual results orperformance of the company or of its reportable segments to bematerially different from any future results or performance expressedor implied by such statements depending on, among others, such factorsas changes in the regulatory environment as it relates to the sale ofprescription drugs, competition, exposure to interest ratefluctuations, foreign currency risks, certain property and casualtyrisks, the ability to attract and retain pharmacists, risks inconnection with third party service providers, seasonality risks,changes in federal, provincial and state laws, rules and regulationsrelating to the company's business and environmental matters, changesin tax regulations and accounting pronouncements, the success of thecompany's business model, supplier and brand reputations, and theaccuracy of management's assumptions. This list is not exhaustive ofthe factors that may affect any of the company's forward-lookingstatements. For further information, readers are referred to thesection on Risks and uncertainties contained in the company's MD&A aswell as in other filings. The company disclaims any intention orobligation to update or revise any forward-looking informationcontained in its communications, whether as a result of newinformation, future events or otherwise.
This press release also contains certain non-GAAP financialmeasures. Such information is reconciled to the most directlycomparable financial measures, as set forth in the company'smanagement Discussion and Analysis, included in its most recent AnnualReport.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Rite Aid intends to file with the Securities and ExchangeCommission a proxy statement in connection with the proposedtransaction. The proxy statement will be mailed to the stockholders ofRite Aid. STOCKHOLDERS OF RITE AID ARE ADVISED TO READ THE PROXYSTATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANTINFORMATION. Such proxy statement (when available) and other relevantdocuments may also be obtained, free of charge, on the Securities andExchange Commission's website (http://www.sec.gov) or by contactingour Secretary, Rite Aid Corporation, 30 Hunter Lane, Camp Hill,Pennsylvania 17011.
PARTICIPANTS IN THE SOLICITATION
Rite Aid and certain persons may be deemed to be participants inthe solicitation of proxies relating to the proposed transaction. Theparticipants in such solicitation may include Rite Aid's executiveofficers and directors. Further information regarding persons who maybe deemed participants will be available in Rite Aid's proxy statementto be filed with the Securities and Exchange Commission in connectionwith the transaction.
Wenn Sie mehr über das Thema Aktien erfahren wollen, finden Sie in unserem Ratgeber viele interessante Artikel dazu!
Jetzt informieren!
Nachrichten zu Rite Aid Corp.mehr Nachrichten
Keine Nachrichten verfügbar. |
Analysen zu Rite Aid Corp.mehr Analysen
Aktien in diesem Artikel
Rite Aid Corp Registered Shs | 0,70 | -74,26% |