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Walgreens tweaking Rite Aid deal to gain U.S. approval

September 18, 2017

Walgreens Boots Alliance Inc. is poised to revise its agreement to buy individual Rite Aid Corp. stores, a move that may be enough to resolve outstanding antitrust concerns and clinch U.S. approval for a deal the companies have been pursuing in different forms for two years, said people familiar with the matter.

Walgreens is in the final stage of negotiations with the Federal Trade Commission about its plan to buy more than 2,000 Rite Aid stores and is set to propose a modified deal that could be announced as soon as Monday, according to three people, who declined to be identified because the talks are confidential.

The deal would be a hard-won victory for Walgreens and CEO Stefano Pessina, who has doggedly pushed for a transaction that could clear regulatory approval since the fall of 2015.

The proposed merger was initially for about $9.4 billion, but was whittled down to about $6.8 billion earlier this year.

Walgreens has more than 50 stores in the Indianapolis area. Rite-Aid operates 10 stores in Indiana, but none in the Indianapolis area.

For scrapping the transaction, Walgreens Boots Alliance will pay Rite Aid Corp. a $325 million termination fee. It will pay Fred's Pharmacy an additional $25 million following the termination of a related asset deal.

The companies and the FTC are close to an agreement that would allow the deal to proceed, said the people, who declined to discuss details of the revised transaction. The number of stores involved in the latest iteration won’t change dramatically, one of the people said.

The FTC is nearing the end of its review of Walgreens’ plan to buy the Rite Aid locations and must approve the deal or issue a so-called second request seeking more information. A revised filing by Walgreens would head off an in-depth investigation and give the agency an additional 30 days to reach a final decision, though the FTC could act sooner if it’s satisfied the tweaked transaction resolves its concerns.

Rite Aid shares were up 3.4 percent, to $2.72 each, in early trading in New York. Walgreens was unchanged at $82.50.

Walgreens and Rite Aid declined to comment about the negotiations. The FTC didn’t respond to a request seeking comment.

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