What If Rite Aid Just Decides to Walk Away From Walgreens and Go It Alone?

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When mergers face endless closing and approval periods, they often burn shareholders waiting for the deal to close. This has definitely been the case for shareholders who have been patiently and impatiently waiting for the acquisition of Rite Aid Corp. (NYSE: RAD) by Walgreens Boots Alliance Inc. (NASDAQ: WBA).

Shareholders who have bet on Rite Aid probably feel betrayed. They likely also are feeling quite unsure about Rite Aid’s ability to get the deal closed at all, let alone at a later date. With a lower share price of $6.50 to $7.00 per share, the original price was $9.00 per Rite Aid share. There is a case to be made that maybe Rite Aid should just walk away on its own. This process has been so delayed and sloppy that Rite Aid might still be able to collect on its $325 million to $650 million merger breakup fee that Walgreens would owe if they cannot get antitrust approval.

24/7 Wall St. recently went in depth about the Rite Aid lessons that could have been learned from the failed Staples acquisition of Office Depot. Perhaps it is time for Rite Aid management to just say “enough is enough” — what if they just walk away because of the damage to shareholders?

For a company to walk away from a merger, there often has to be a reason that it can prove real damages. That should be easy enough for Rite Aid. The reality is that these shareholders have paid more than their fair share of a price by waiting and hoping for a merger.

Since this merger was first announced, the number of stores divestitures or closings has risen. That went up with a recent store sale announcements to Fred’s, but now the new number of closures was put at about 1,200 stores to be sold or closed in the new merger terms. Dow Jones also reported on January 31 that a union representing 6,000 Rite Aid workers is now speaking out against the merger, noting that this merger would leave the country with too few drug store choices.

Now go back to what the original $9.00 per Rite Aid share means in a purchase price then versus now. That was a 48% premium to the closing price per share on October 26, 2015, the day before the agreement was signed — just over $6.00 at the time, versus $5.33 on last look. This is the lowest that Rite Aid shares have traded in over a year, including under where the stock was a day before the merger was announced.

When the deal’s amended terms finally came at the end of this January, the press release signaled that Walgreens will be required to divest up to 1,200 Rite Aid stores. Furthermore, the companies said that certain additional related assets would be divested if required to obtain regulatory approval. Now the merger price almost gives Walgreens an incentive to close or sell more stores if it wants to pay less for the franchise:

The exact price per share will be determined based on the number of required store divestitures, with the price set at $7.00 per share if 1,000 stores or fewer are required for divestiture and at $6.50 per share if 1,200 stores are required for divestiture. If the required divestitures fall between 1,000 and 1,200 stores, then there will be a pro-rata adjustment of the price per share. Walgreens Boots Alliance agreement to divest up to 1,200 Rite Aid stores represents an increase of up to 200 stores over the 1,000 stores that Walgreens Boots Alliance had agreed to divest under the terms of the original agreement.

Walgreens is so large now with an $87 billion market cap that it might not even notice the financial impact of Rite Aid, with it or without it. When the deal was first announced, Walgreens said that the transaction should be accretive to its adjusted earnings in the first full year after completion — and that Walgreens would realize synergies (cost savings and overlaps) in excess of $1 billion.

Looking back, Rite Aid shareholders would have likely done better on its own without this merger. Sure, retail has been tough and drug price pressures have hit many fronts. That being said, Rite Aid shares were at $5.35 before the recession selling. Then they were under $1.00 for much of the 2008 to 2010 period, and in 2012 they rose handily from $1.00 to over $8.00 in 2014 and to almost $9.00 in mid-2015, before problems arose and then the buyout offer was made.

When 24/7 Wall St. first evaluated the Rite Aid merger in 2015, it looked like the company was leaving money on the table as is. Now it seems like, with the stock at $5.33, it might seem like it’s the right time to say enough damage has been done and that the company should just walk away and go it alone.

As far as what damage might be claimed, S&P gave a recent forecast for growth. The company was expected to post fiscal year 2017 sales growing 6.7% to $32.8 billion (from $30.7 billion in fiscal 2016). That does reflect a full-year contribution from EnvisionRx, which was acquired in June 2015, and a 1.2% comparable-store sales growth being partially offset by store closings.

More recently, Mizuho recently maintained a Buy rating but it has a new $6.75 share price target. Almost a year ago Credit Suisse showed that Rite Aid was a steal of an acquisition.

When considering the prospects for a merger, the merger-arbitrage spread is often more important than anything else. This is what the investment community uses to determine how likely a merger is for its ability to get closed or at a set price. If the lowest $6.50 price were to be paid this summer, that would represent a gain of more than 22% from the current share price. Sorry, but that means there are still huge worries — and even more so with the pre-delay price of $6.93 falling to $5.72, then $5.62 and now closer to $5.30.

Taking a chance of not collecting $325 million to $650 million in a breakup fee might not sound very good. It is a risk that Rite Aid management has to wonder about with a $5.5 billion market cap. Either way, Rite Aid shareholders have to feel like they have been let down here and that the company could have made more money had they just stayed on course to compete against Walgreens rather than merge with it.

Stay tuned.