Shoppers Drug Mart Receives Support FOR its Plan of Arrangement with Loblaw Companies Limited from Two Independent Proxy Advisory Firms
Sep 3, 2013
TORONTO, Sept. 3, 2013 /CNW/ - Shoppers Drug Mart Corporation (TSX: SC) (the "Company" or "Shoppers Drug Mart") today announced that Institutional Shareholder Services, Inc. ("ISS") and Glass Lewis & Co. ("Glass Lewis"), two leading independent global proxy advisory services firms, have recommended that Shoppers Drug Mart shareholders vote in favour of the special resolution to effect the proposed plan of arrangement, whereby, Loblaw Companies Limited ("Loblaw") would acquire all of the issued and outstanding shares of Shoppers Drug Mart for consideration consisting of $61.54 in cash or 1.29417 common shares of Loblaw plus $0.01 in cash for each Shoppers Drug Mart Share held, subject to pro ration as set out in the plan of arrangement. ISS and Glass Lewis are both independent proxy advisory firms relied upon by institutional investors for advice regarding significant shareholder votes.
ISS summarized its recommendation for the Arrangement as follows: "The Arrangement is at arm's length and the potential synergies generated from the business combination appear appealing. Shareholders get the flexibility to choose between cash and stock consideration and the maximum of the cash consideration represents approximately 54% of the total consideration. In light of the adequate premium derived from the thorough negotiation process, the sound strategic rationale, and no significantly noted governance concerns, a vote FOR this resolution is warranted."
Similarly, Glass Lewis concludes that: "The combination offers Shoppers shareholders attractive diversification at a time when both the Company and Loblaw face the prospect of increasing competition within the Canadian market. In securing the current agreement, we believe the board conducted a thorough process, and did not hastily accept Loblaw's many advances in the two-year run-up to execution. The benefit of this patience appears to have accrued directly to the Company's independent shareholders -- the valuation implied by the offer, including the implied premium, appears reasonable relative to other deals of a comparable size in Shoppers' industry, and Loblaw's shares appear to be trading at a balanced valuation. Based on these factors and the unanimous support of the board, we believe shareholders should support this proposal. Accordingly, we recommend shareholders vote FOR this proposal."
The notice of meeting and management proxy circular (the "Circular") in connection with the Arrangement has been mailed to Shoppers Drug Mart's shareholders of record as at August 12, 2013. A special meeting (the "Meeting") of Shoppers Drug Mart shareholders to consider and vote on the special resolution with respect to the Arrangement will be held at 11:00 a.m. (Toronto Time) on September 12, 2013 at the Glenn Gould Studio, CBC Building, 250 Front Street West, Toronto, Ontario, Canada. All shareholders are encouraged to vote in person or by proxy. Details on how to vote are contained in the Circular.
The board of directors of Shoppers Drug Mart has unanimously determined that the Arrangement is in the best interests of the Company and has unanimously approved the Arrangement and recommends that Shoppers Drug Mart shareholders vote FOR the special resolution with respect to the Arrangement.
Completion of the Arrangement is conditional on approval by Shoppers Drug Mart shareholders, approval by the Ontario Superior Court of Justice (Commercial List), compliance with the Competition Act (Canada) and certain other closing conditions customary in transactions of this nature. Subject to obtaining such shareholder and court approvals, and the satisfaction or waiver of all other conditions precedent to the Arrangement, it is anticipated that the Arrangement will be completed before the end of the first quarter of 2014.
Shoppers Drug Mart has retained Laurel Hill Advisory Group ("Laurel Hill") to act as proxy solicitation agent and to respond to inquiries from Shoppers Drug Mart shareholders. Laurel Hill may be contacted by telephone at 1-877- 452-7184 toll-free in North America and at 416-304-0211 for collect calls outside of North America, or by email at firstname.lastname@example.org.
About Shoppers Drug Mart Corporation
Shoppers Drug Mart Corporation is one of the most recognized and trusted names in Canadian retailing. The Company is the licensor of full-service retail drug stores operating under the name Shoppers Drug Mart (Pharmaprix in Québec). With 1,244 Shoppers Drug Mart and Pharmaprix stores operating in prime locations in each province and two territories, the Company is one of the most convenient retailers in Canada. The Company also licenses or owns 57 medical clinic pharmacies operating under the name Shoppers Simply Pharmacy (Pharmaprix Simplement Santé in Québec) and six luxury beauty destinations operating as Murale. As well, the Company owns and operates 62 Shoppers Home Health Care stores, making it the largest Canadian retailer of home health care products and services. In addition to its retail store network, the Company owns Shoppers Drug Mart Specialty Health Network Inc., a provider of specialty drug distribution, pharmacy and comprehensive patient support services; and MediSystem Technologies Inc., a provider of pharmaceutical products and services to long-term care facilities.
For more information, visit www.shoppersdrugmart.ca.
Certain statements in this news release are forward-looking statements. Forward-looking statements are provided for the purpose of presenting information about management's current expectations and plans relating to the future, and readers are cautioned that such statements may not be appropriate for other purposes. These statements may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of Shoppers Drug Mart. Forward-looking statements are typically identified by words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "strive", "will", "may" and "should" and similar expressions. Forward-looking statements reflect current estimates, beliefs and assumptions, which are based on Shoppers Drug Mart's perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. Shoppers Drug Mart's estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. Shoppers Drug Mart can give no assurance that such estimates, beliefs and assumptions will prove to be correct.
This news releases contains forward-looking statements concerning the timing of the Meeting and the expected completion date of the Arrangement. There can be no assurance that the Arrangement will occur or that the anticipated strategic benefits and operational, competitive and cost synergies will be realized. The Arrangement is subject to various regulatory approvals, including approvals under the Competition Act (Canada) and by the TSX, and the fulfillment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or any such conditions will be met. The Arrangement could be modified, restructured or terminated.
Readers are cautioned that the foregoing list of factors is not exhaustive. Other risks and uncertainties not presently known to Shoppers Drug Mart or that Shoppers Drug Mart presently believe are not material could also cause actual results or events to differ materially from those expressed in the forward-looking statements contained herein. Additional information on these and other factors that could affect the operations or financial results of Shoppers Drug Mart are included in reports filed by Shoppers Drug Mart with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Shoppers Drug Mart's expectations only as of the date of this news release. Shoppers Drug Mart disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
SOURCE: Shoppers Drug Mart Corporation
For further information:
Vice President, Communications & Corporate Affairs
(416) 493-1220, ext. 5678