FRED’S, INC. (NASDAQ:FRED) Files An 8-K Termination of a Material Definitive Agreement
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

Termination of Asset Purchase Agreement

As previously disclosed, on December 19, 2016, Fred’s, Inc. (the “Company”) and its wholly-owned subsidiary, AFAE, LLC (“Buyer”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Rite Aid Corporation (“Rite Aid”) and Walgreens Boots Alliance, Inc. (“Walgreens”), to which Buyer agreed to purchase 865 stores, certain intellectual property and other tangible assets and to assume certain liabilities. to Section 8.01(g) of the Asset Purchase Agreement, each of Buyer, Walgreens or Rite Aid is permitted to terminate the Asset Purchase Agreement upon the termination of that certain Agreement and Plan of Merger, dated as of October 27, 2015, among Walgreens, Rite Aid and the other parties thereto (as amended, the “Merger Agreement”).

On June 29, 2017, the Merger Agreement was terminated and, accordingly, the Asset Purchase Agreement was also terminated, effective immediately.

ITEM 7.01. REGULATION FD DISCLOSURE.

On June 29, 2017, the Company issued a press release regarding the termination of the Asset Purchase Agreement as described above. The full text of this press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

to the rules and regulations of the U.S. Securities and Exchange Commission, the information furnished to Item 7.01 of this report is deemed to have been furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

99.1 Press Release of Fred’s, Inc., dated June 29, 2017.

FREDS INC Exhibit
EX-99.1 2 a51582102ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 Fred’s Pharmacy Comments on Termination of Walgreens-Rite Aid Merger and Related Agreement with Fred’s Termination of asset purchase agreement with Walgreens and Rite Aid has no impact on Fred’s Pharmacy’s transformation Strong team and right strategy in place to drive long-term shareholder value MEMPHIS,…
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About FRED’S, INC. (NASDAQ:FRED)

Fred’s, Inc. (Fred’s) is engaged in the sale of general merchandise through its retail discount stores and full service pharmacies. The Company sells general merchandise to its over 20 franchisees. The Company has approximately 660 retail stores, over 370 pharmacies, and approximately three specialty pharmacy facilities located in over 15 states mainly in the Southeastern United States. The Company is licensed to dispense pharmaceuticals in approximately 50 states. The Company operates approximately 640 company-owned stores, including over 60 express stores (or Xpress stores). Fred’s is a combination of pharmacy, dollar store and mass merchant strategically located in smaller markets. It offers various product categories, including consumables, such as tobacco, food and beverage, prescription pharmaceuticals, paper and cleaning supplies, pet supplies, health and beauty aids, and discretionary products, such as home decor, seasonal merchandise, auto and hardware, and lawn and garden.