The Company also announced the immediate termination of the merger agreement announced on October 27, 2015 and amended on January 29, 2017, pursuant to which WBA would have acquired all outstanding shares of Rite Aid. The decision to terminate the merger agreement follows comments from the Federal Trade Commission (“FTC”), which led the company to believe that the parties had not received FTC approval to finalize the merger. This new agreement replaces the previous merger agreement with Rite Aid, announced in October 2015 and amended in January 2017, and the agreement to divest certain Rite Aid businesses to Fred`s, Inc., announced in December 2016. Both agreements have been terminated and Walgreens Boots Alliance will pay Rite Aid the $325 million termination fee related to its merger agreement. The old agreement had been in preparation for two years. Originally a $17 billion deal announced in October 2015, the deal was revised in December 2016 and cancelled in January 2017. Statements in this press release that are not historical in nature are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate”,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should” and “will,” as well as variations of such words and similar expressions, are intended to identify these forward-looking statements. These and other risks, assumptions and uncertainties are described in more detail in section 1A (Risk Factors) of our most recent Annual Report on Form 10-K and in other documents we file or submit to the Securities and Exchange Commission that you should read. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, actual results may differ materially from those expressed or anticipated in such forward-looking statements.
Accordingly, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Rite Aid expressly disclaims any current intention to publicly update any forward-looking statements after the date of this press release, whether as a result of new information, future events, changes in assumptions or otherwise. DEERFIELD, Ill. & CAMP HILL, Pennsylvania–Walgreens Boots Alliance, Inc. (Nasdaq: WBA) and Rite Aid Corporation (NYSE: RAD) today announced the signing of an amendment and extension to their previously announced definitive merger agreement under which Walgreens Boots Alliance will acquire all outstanding shares of Rite Aid, a U.S. pharmacy chain. Rite Aid and its directors, officers and employees may be considered participants in obtaining proxies from Rite Aid shareholders with respect to the proposed acquisition pursuant to SEC rules. Information about such individuals` interests in Walgreens Boots Alliance`s proposed acquisition of Rite Aid will be included in the proxy statement regarding such acquisition when filed with the SEC. For more information about Rite Aid`s officers and directors, please refer to Rite Aid`s definitive proxy statement for the 2016 Annual General Meeting filed with the SEC on May 13, 2016.
These documents are available free of charge from the SEC`s website at www.sec.gov and from Rite Aid`s website at www.riteaid.com. The 2,186 companies included in the agreement are located mainly in the Northeast, The Mid-Atlantic and the Southeastern United States. The three distribution centers included in the agreement are located in Dayville, Connecticut, Philadelphia and Spartanburg, S.C. Under the terms of the agreement, Rite Aid will provide certain transition services to WBA for up to three years after the closing of the transaction. All statements contained in this press release, other than historical statements, including, but not limited to, those relating to the ongoing asset purchase agreement between Walgreens Boots Alliance and Rite Aid and the proposed transactions with Rite Aid, as well as the termination of the merger agreement with Rite Aid and related transactions and their potential impact, are forward-looking statements under the safe harbor provisions of the Private Securities Litigation Reform Act. effective 1995. These statements include, but are not limited to, statements regarding the expected timing of the completion of the transactions provided for in the ongoing asset purchase agreement between Walgreens Boots Alliance and Rite Aid and the proposed transactions with them, the ability of the parties to close the transactions taking into account the various closing conditions, and the outcome of legal and regulatory matters. the termination of the merger agreement with Rite Aid and the proposed transactions (including the termination of the divestiture agreement to sell certain assets and businesses of Rite Aid to Fred`s, Inc.) and their potential impact. Words such as “expect”, “pending”, “potential”, “likely”, “preliminary”, “would”, “could”, “should”, “may”, “will”, “project”, “intend”, “plan”, “target”, “continue”, “synergy”, “on track”, “believe”, “seek”, “estimate”, “anticipate”, “may”, “may”, “suppose” and variations of these words and similar expressions are intended to identify these forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to known or unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or anticipated. These risks include, but are not limited to, risks related to proposed transactions and acquisitions in general, including the risk that transactions cannot be completed due to one or more closing conditions if the transactions are not met or cancelled, such as.B certain regulatory approvals that have not been obtained in a timely manner or otherwise; or that a government agency has banned it. approval of the completion of the Transactions has been delayed or denied or has required certain conditions, restrictions or restrictions related to such permits, the risk that walgreens Boots Alliance`s business or Rite Aid`s business will be sold to Walgreens Boots Alliance may be affected by the uncertainty associated with the transactions and the risks associated with the ability to: To realize the expected benefits of the planned transactions may suffer, the outcome of legal and regulatory issues, including with respect to the outcome of talks with the United States.
. . .