Rite Aid Shareholders OK Plan to Buy 1,800 Eckerd, Brooks Stores

HARRISBURG, Pa. – Rite Aid Corp. (RAD) shareholders on Thursday overwhelmingly approved a deal 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. (WAG) and CVS Corp. (CVS).

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, plus the assumption of $850 million in debt.

The Federal Trade Commission continues to review the deal. Rite Aid has said it expects the transaction, announced Aug. 24, 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.

Some analysts expect Rite Aid to close some stores, even if federal anti-trade 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 power.

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 a chain of deteriorating Eckerd stores, while others said Rite Aid is overpaying for drugstores that, like its own, 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, the Rite Aid said it expects its debt-to-cash-flow ratio to fall below current levels in one to two years after closing.