The CtW Investment Group has asked Rite Aid's board to delay a shareholder vote on the company's $2.54 billion acquisition of the Brooks and Eckerd drugstore chains until after regulators review the transaction.
Rite Aid, the third-largest U.S. drugstore chain with 3,315 stores, is seeking to acquire more than 1,800 Eckerd and Brooks stores from the Jean Coutu Group of Canada. Under the transaction, Rite Aid also would assume $850 million in long-term debt. CtW has requested that Rite Aid's board postpone the planned December meeting and instead schedule the shareholder vote after final regulatory reviews have been completed.
CtW, which is affiliated with the Change to Win labor coalition, first voiced its concerns in a Sept. 28 letter to Rite Aid Chairman Robert Miller. Change to Win represents more than six million U.S. workers who participate in public and union-sponsored pension funds with about $1.5 trillion in assets, including $180 billion in plans sponsored by affiliates.
Mike Garland, director of value strategies at the CtW Investment Group, is now in the process of meeting with the company's institutional investors to discuss the transaction. The labor investment group also has outlined its concerns in an Oct. 13 letter to shareholders.
"We believe forcing shareholders to make an up or down determination on this proposed acquisition is premature and potentially disenfranchising for shareholders," Garland tells Governance Weekly. "We are encouraging investors to take an active stance on this matter now, before the company files its definitive proxy statement. This is the time to weigh in."
Will Regulators Require Substantial Divestitures?
At the heart of CtW's critique is that a substantial divestment of stores may be required to gain antitrust approval from federal and state regulators. Such a requirement could materially impact the company's future cash flow and increase the per store acquisition cost for current Rite Aid shareholders, thereby undermining the financial logic behind the deal. CtW points out that the risk is particularly acute for shareholders since Rite Aid has committed to go forward with the purchase even if significant divestitures are required.
The Brooks and Eckerd chains consist of more than 1,800 stores, and CtW's analysis suggests the purchase price is already toward the high-end of comparable transactions. The labor investment group points out that the risk of significant divestitures could increase the company's per store acquisition cost from $1.8 million to as high as $2.2 million before taking into account proceeds from the divested stores.
These divestitures would drive the deal's implied EBITDA multiple upward, perhaps outside the reference ranges of comparable transactions used by Citigroup and Rothschild to form their respective fairness opinions on the acquisition. Depending on how regulators choose to define the relevant market, the number of required divestitures could substantially exceed even the 300 contemplated by Rite Aid, putting as many as "500 stores under the authorities' antitrust microscope," CtW notes.
Rite Aid anticipates the possibility of large-scale divestitures, but the company stands behind the proposed timeline and asserts that shareholder interests are adequately protected. In response to CtW's initial inquiry, Rite Aid General Counsel Robert Sari confirmed in an Oct. 10 letter that the company's plan to seek shareholder approval is moving forward on the fast track.
According to the company, "the EBITDA threshold in the agreement should adequately protect" investor concerns. Under the transaction agreement, if antitrust authorities require divestitures generating store-level adjusted EBITDA of more than $60 million, Rite Aid could walk away from the deal. The company claims this threshold is "not materially adverse" to Rite Aid shareholders. CtW believes this threshold is high and estimates this amount equals approximately 300 stores, far from insignificant.
CtW is continuing to evaluate the benefits and risks and has not made a determination on the deal's merits. "Our view as to whether the Brooks and Eckerd acquisition will be beneficial to Rite Aid shareholders could depend on the number of stores to be divested and the resulting implications for Rite Aid," Garland says. "We don't believe shareholders should be asked to make this decision before we know what we are actually getting."
It's unclear when regulators will complete their review. On Oct. 19, Camp Hill, Pennsylvania-based Rite Aid announced that it had received a second request from the Federal Trade Commission for information on the transaction. The company has said that it hopes to complete the acquisition before early March.