Albertsons Cos. plans to acquire approximately 2,500 Rite Aid drug stores in a cash-and stock deal in which the Boise, ID-based supermarket chain would hold 71 percent of newly combined company that, because of the Camp Hill, PA-based drug chain’s current status, will remain a publicly-traded company. The deal will enhance Albertsons’ presence on the East Coast and West Coast where most of the deal’s stores are located.
More than 1,900 other Rite Aid units and three distribution centers were sold to Walgreens last year.
Current Rite Aid chief executive John Standley will become CEO of the new organization and Bob Miller, whom he worked with at Fred Meyer, will become chairman. Standley and Miller have a long association – with Miller previously serving as CEO of Rite Aid (he brought Standley in and remains on Rite Aid’s board) and at Pathmark where the 73-year old industry veteran was chairman of the board. The new company will maintain two headquarters locations – Boise and Camp Hill.
Under the terms of the agreement, in exchange for every 10 shares of Rite Aid common stock Rite Aid shareholders will have the right to elect to receive either one share of Albertsons Cos. common stock plus approximately $1.83 in cash, or 1.079 shares of Albertsons Cos. stock. Depending upon the results of cash elections, upon closing of the merger, shareholders of Rite Aid will own a 28 percent to 29.6 percent stake in the combined company, and current Albertsons Cos. shareholders will own a 70.4 percent to 72.0 percent stake in the combined company on a fully diluted basis. Immediately following completion of the merger and assuming that all Rite Aid shareholders elect to receive shares plus cash, Albertsons Cos. will have approximately 392.9 million shares outstanding on a pro forma and fully diluted basis. Following the close of the transaction and the share exchange, Albertsons Cos.’ shares are expected to trade on the New York Stock Exchange. The deal is expected to close in the second half of 2018.
At presstime, the combined company had not chosen a new corporate name, but in a conference call with analysts on the day of the announcement (February 20), it was revealed that the Rite Aid pharmacy brand will extend into most of Albertsons’ existing banners/brands including Acme, Safeway, Shaw’s, Star Market, Albertsons, Tom Thumb, Randalls, United Supermarkets, Pavilions, Haggen, Vons, Carrs and its newly acquired meal-kit firm, Plated. In the Chicago market, some stores will offer the Rite Aid brand, but other locations will retain the Jewel-Osco name because of its dominance.
The integrated company will operate approximately 4,900 locations, 4,350 pharmacy counters and 320 clinics across 38 states and Washington DC, serving more than 40 million customers per week.
The combined organization would create a retail juggernaut with $83 billion in annual sales. Moreover, with Albertsons now poised to become a publicly-traded firm, its 12-year ownership by private equity firm Cerberus Capital Management LP will end. Cerberus attempted to engineer a public offering for Albertsons in 2015 but scrapped the plan because of unfavorable market conditions.
“We know that scale matters,” Miller told the Wall Street Journal. “We continue to grow to compete with all competitors, not just Amazon.”
The transaction has been approved unanimously by the boards of directors of both companies and remains subject to the approval of Rite Aid’s shareholders, regulatory approvals and other customary closing conditions.
The new company will have an expanded footprint and be ranked first or second in 66 percent of the top metropolitan areas in the U.S. and will be ranked first or second in 70 percent of pharmacy locations based on Nielsen data. It said the new deal will create the leading integrated food, health and wellness retailer on the West Coast and will have a strong brand position in the Northeast.
Also included in the deal is Rite Aid’s pharmacy benefit management (PBM) company, EnvisionRxOptions, which will potentially provide the combined company with incremental growth by deepening existing relationships and expanding reach across higher-value pharmacy customers. This will be achieved, the merchant said, through a full suite of health and wellness capabilities, including specialty pharmacy offerings and in-store RediClinics in larger Albertsons Cos. stores and stand-alone Rite Aids. In addition, investing in preferred relationships with EnvisionRxOptions, other PBMs, and regional payors is expected to drive prescription growth.
The company will also be able to utilize data analytics and integrated loyalty programs to drive growth and target new customers. The new company expects to capitalize on enhanced data and analytics to unlock profitable growth through new customer acquisition, new merchandising programs and demand forecasting. It will also seek to create cross-branded opportunities for its loyalty programs, improving connections across a combined current base of 25 million active loyalty program participants.
“This powerful combination enables us to become a truly differentiated leader in delivering value, choice and flexibility to meet customers’ evolving food, health and wellness needs,” said Standley. “The combined platform positions Rite Aid to capitalize on our pharmacy expertise and expand and enhance our pharmacy footprint. We are confident that delivering improved customer experiences and value will drive growth and profitability while creating compelling long-term value for shareholders.”
“The hallmark of Albertsons Companies’ business has been to become the favorite local supermarket of our customers,” said Miller. “We have always put our customers first, and our combination with Rite Aid will enable us to even better serve the valuable pharmacy customer by providing a fully integrated one-stop-shop for our customers’ food, health and wellness needs. I have long known the excellent management team at Rite Aid, and we share a singular focus on superior customer service and a clear vision and strategy to become the favorite local supermarket and pharmacy to shoppers in every neighborhood we serve.”
Lenard Tessler, vice chairman and senior managing director at Cerberus, commented, “As a long-term partner to Albertsons Companies’ world-class management team, this transaction highlights Cerberus’s confidence in this team and our conviction in the underlying customer focus driving this combination. As significant shareholders, we are very optimistic about the future of the combined company.”
The board of directors will be comprised of nine directors, four of whom will be named by Albertsons Cos. (including Miller and Tessler), four of whom will be named by Rite Aid (including Standley), and one of whom will be a jointly selected director. A majority of the board will be independent. Tessler will serve as lead director.