Rite Aid seals $3B buyout of Brooks, Eckerd

HARRISBURG, Pa. AP — Rite Aid Corp. shareholders on Thursday overwhelmingly approved a deal worth almost $3 billion to buy more than 1,800 Brooks and Eckerd stores and become the largest drugstore operator on the East Coast.

Rite Aid, the nation's third-largest drugstore chain, has billed the deal as a way to catapult it within reach of the rapidly growing drugstore leaders Walgreen Co. and CVS Corp.

Shareholders voted 404.1 million to 9.1 million in favor of acquiring the U.S. Eckerd and Brooks operations of Canada's Jean Coutu Group Inc. for $1.45 billion in cash and 250 million shares valued at about $1.5 billion.

Rite Aid is also assuming $850 million in debt in the deal.

The Federal Trade Commission is reviewing the deal. Rite Aid has said it expects the transaction to close shortly after the company's fourth quarter, which ends March 3.

The deal would create a company of about 5,180 stores in 31 states and Washington, D.C., with revenue of nearly $27 billion and major market shares in the New York City, Philadelphia, Pittsburgh and Baltimore areas.

"The growth and value proposition of what we are doing here is undeniable," Mary Sammons, Rite Aid's president and chief executive, told shareholders after the vote.

Since the deal was announced Aug. 24, Ride Aid's stock price has risen 30 percent.

"I think if you look at the stock price today, the market likes this transaction," Bob Miller, chairman of Rite Aide, said in response to questions at Thursday's meeting.

On Thursday, its shares slipped 5 cents to $6.03 on the New York Stock Exchange.

Some analysts expect Rite Aid to close some stores, even if federal antitrust regulators do not force it to do so.

Rite Aid also will acquire six distribution centers and make Jean Coutu the company's largest shareholder, with a 30.2 percent voting stake. Rite Aid has said that it needed to grow to compete against the aggressive CVS and Walgreen chains, as the sector expands to serve mail-order customers, provide preventive health care and manage pharmacy benefits.

The deal had received divided opinions from Wall Street analysts and proxy advisers.

Some insisted Rite Aid has the ability to revive the Eckerd chain, while others said Rite Aid is overpaying for drugstores that lag industry productivity benchmarks.

Rite Aid has said it will spend $950 million over five years to remerchandise the Brooks and Eckerd stores, convert them to Rite Aid's systems and rebuild customer loyalty.

Analysts say Rite Aid's long-term debt would jump to approximately $5.8 billion — higher than CVS or Walgreen. However, Rite Aid said it expects its debt-to-cash-flow ratio to fall below current levels in one to two years after closing.