Rite Aid Corporation (NYSE:RAD) Files An 8-K Other EventsItem 8.01. Other Events
On May 8, 2017, Rite Aid Corporation (“Rite Aid”) and Walgreens Boots Alliance, Inc. (“Walgreens Boots Alliance”) issued a joint press release announcing that Rite Aid and Walgreens Boots Alliance certified substantial compliance with the Request for Additional Information from the United States Federal Trade Commission (the “FTC”) regarding Rite Aid and Walgreens Boots Alliance’s merger agreement under which Walgreens Boots Alliance proposes to acquire all outstanding shares of Rite Aid.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated May 8, 2017.
Cautionary Statement Regarding Forward-Looking Statements
All statements in this Form 8-K that are not historical statements, which include, without limitation, those regarding the pending merger agreement between Walgreens Boots Alliance and Rite Aid and the transactions contemplated thereby and their possible timing and effects, are forward-looking statements made to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding the expected timing of the closing of the transactions contemplated by the pending merger agreement between Walgreens Boots Alliance and Rite Aid; the ability of the parties to complete the transactions considering the various closing conditions; and the outcome of legal and regulatory matters, including with respect to the outcome of discussions with the FTC and otherwise in connection with the pending acquisition of Rite Aid by WBA. Words such as “expect,” “pending,” “potential”, “likely,” “preliminary,” “would,” “could,” “should,” “can,” “will,” “project,” “intend,” “plan,” “goal,” “continue,” “synergy,” “on track,” “believe,” “seek,” “estimate,” “anticipate,” “may,” “possible,” “assume,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions, known or unknown, which could cause actual results to vary materially from those indicated or anticipated. Such risks include, but are not limited to, risks related to the proposed transactions and acquisitions generally, including the risk that the transactions may not close due to one or more closing conditions to the transactions not being satisfied or waived, such as certain regulatory approvals 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 transactions or required certain conditions, limitations or restrictions in connection with such approvals, or that the required approval of the amended merger agreement by the stockholders of Rite Aid was not obtained; the risk that Rite Aid stockholders may receive the bottom of the price range for the per share merger consideration; the risk that the merger agreement may be terminated in certain circumstances that require a party to pay the other party a termination fee to the merger agreement; the risk that there may be a material adverse change of Rite Aid or the stores proposed to be sold to Fred’s, Inc. (“Fred’s”) to that certain Asset Purchase Agreement, dated as of December 19, 2016, by and among Rite Aid, Walgreens Boots Alliance, Fred’s, and AFAE, LLC,