VOTE NO

To RITE AID MERGER

*** UPDATE ***

ISS joins Glass Lewis to recommend shareholders to vote AGAINST this merger!

Open Letter Rebuttal to the Rite Aid Corporation Presentation to ISS and Glass Lewis:

Open Letter Rebuttal to the Rite Aid Corporation Presentation to ISS and Glass Lewis (NYSE_RAD) - Press Release - Digital Journal.pdf

PLEASE VOTE "AGAINST" ALL THREE PROPOSALS ON PROXY

Vote by 11:59 P.M. ET on August, 8, 2018.

44,217,611 shares united AGAINST the proposed merger

Third Open Letter to Rite Aid Shareholders:

Third Open Letter to Rite Aid Corporation Stockholders (NYSE_RAD).pdf
Scan_2018-06-05-100147555.pdf

*** Highfields Capital Management is AGAINST the merger as proposed ***

8:00 am ET May 15, 2018 (Dow Jones) Print

8:00 ET - Albertsons Cos and Rite Aid executives are set to speak to investors about the retailers' advancing merger Tuesday as concerns among some pharmacy chain shareholders grow. Highfields Capital Management LP, a hedge fund that was Rite Aid's fourth largest holder with 47 million shares as of the most recent disclosures, is against the deal as it currently stands, according to a person familiar with the firm's thinking. Investors will be looking Tuesday for any updates about the deal's terms and a date for a shareholder vote. Some wonder if the companies' sudden announcement of the nearly day-long event reflects a need to do spadework among shareholders.


*** UPDATE June 27, 2018 ***


Let's organize and get the word out about this poorly conceived and even more poorly negotiated merger between Rite Aid and Albertson's.

For updates/suggestions, please email me at voteno2merger@gmail.com and I will merge your changes in.

Regards,

Concerned RAD Shareholder

IF YOU ARE AN INSTITUTIONAL OWNER AND WOULD LIKE TO DISCRETELY JOIN THIS MOVEMENT PLEASE EMAIL ME voteno2merger@gmail.com


I WILL NOT SHARE YOUR INFO UNLESS YOU APPROVE.

MERGER INFORMATION:

TALKING POINTS:

  1. The merged company destroys value. Albertsons value is unknown, hence shareholders can’t value the deal.
  2. Albertsons debt vs RiteAid's message of paying off debt with WBA proceeds. Albertson’s is overleveraged, burning through cash to meet their debt obligations and has a rather large underfunded pension obligation leaving little equity for shareholders.
  3. Drastically undervalued RiteAid in merger agreement with Albertsons. Questionable motives of RAD board throwing RAD away right as financials begin to turn around.
  4. Albertson’s has tried and failed to IPO; Rite Aid is a bail out. It is likely Cerberus has been naked shorting Rite Aid for months to make its pathetic terms remotely conceivable. At minimum, Rite Aid should come away with the 70% equity position, not the 30%.
  5. Par value of RAD security is not less than $1 USD / share, RAD intends a reverse 10 to 1 split for Albertsons stock that has not issued as it has yet to IPO. In the past, Alberstsons IPO has failed to launch for lack of market interest, given Co's high debt level at an exceedingly high IPO release price. The present RAD & Albertson Guidance suggests an share price of $25/sh. Market Analysts suggest sub $15 more likely, with stock price crashing to around $10 week after merger.
  6. RAD board one month ago preached a leaner meaner Rite Aid. However, during the exact time they were negotiating with Albertsons. They state in the prospectus that a bigger entity is better due to channel landscape, contradictions galore.
  7. Executives at the two companies are too close, Albertsons Chief Executive Bob Miller previously served on Rite Aid’s board.[need more details] Conflict of interest of chairman more. New job at Albertsons, and RSUs vest.
  8. Present RAD CEO and President, John Standley has been named the CEO and President of new Albertsons+RAD = NewCo once M&A complete, with $20 Million salary + Stock Options + Bonuses, equal to a serious case of self-dealing, as its guaranteed new job with exorbitant pay. While the common individual investor will have lost 75% or more of their RAD investment over 2017!
  9. CONFLICT OF INTEREST: As described on Page 52 of the draft S-4, Directors and executive officers of Rite Aid have interests in the merger that are different from, and in addition to, those of Rite Aid stockholders generally. This is listed as a Risk Relating to the Merger. It is further noted that the board considered this risk in the recommendation of the merger. Beginning on page 291, more details related to the significant management interests related to the merger are detailed. In total, tens of millions of dollars in compensation stand to be gained by RAD executives if the merger is consummated. No factors of compensation are affected by negative share performance caused by the merger. Since the announcement of the merger, shareholder value continues to deteriorate daily at the expense of shareholders. No structure or concept was imposed by the board that suggests in any way an effort to alleviate this conflict. The communication limitations imposed on Standley as described on page 110 can only be assumed to be for appearances only.
  10. FTC effectively blocking WBA/RAD merger due to political favors as opposed to anti-competition
  11. RAD BoD at the direction of John Standley had enacted a Poison Pill, which discouraged other Suitors from acquiring RAD and investors from buying RAD shares, all the while negotiating with Cerberus, who was likely shorting and acquiring RAD shares at the expense of long time RAD stockholders!
  12. Possible Citigroup collusion? Assigning a value of Rite Aid that is worth 30% of Albertsons without anyone assigning an actual value to Albertsons; IN CONJUNCTION WITH implying a valuation of Rite Aid to ITS shareholders @ $2.50/share via Albertsons pro-forma merger agreement; and FURTHER MUDDYING THE WATERS by asserting a valuation of no more than $1.68/share with an SEC S4 Filing.(from 2017 Theory Games Awards)
  13. More info regarding opinion provided by Citigroup Global Markets, Inc.: As noted on page 131 of the S-4, since 2015, Citi has received a total $175 million from RAD, Albertsons, and Cerberus for investment banking services. As further noted, Citi is entitled to an additional fee payable upon closing of this merger of $22 million. Citi is highly conflicted in providing a "fairness" opinion, as the word would be used conversationally. In fact, even in the S-4, it is a highly watered down opinion, and specifically disclaims any recommendation as to the merger itself, only as to the fairness of the stock exchange values between the two companies being merged. In other words, it is merely an expensive "box-checking" effort paid for by RAD shareholders.
  14. In response to RiteAid/Albertsons efforts to secure funding for the .18 share cash requirement, Moody's assigns B1 CFR to Albertsons Companies, Inc.; outlook negative
  15. Cerberus is losing the grocery battle and wants to dump their poor investment onto unsuspecting RAD shareholders. https://wolfstreet.com/2018/01/18/albertsons-and-lidl-lose-us-supermarket-war/
Letter to RAD Chairman - Albertsons Merger - 28.03.2018.pdf
  • Additional letter from Alkaline Capital Partners LLC to John Standley Rite Aid, requesting he step down as CEO
Letter to RAD - 22.05.2018.pdf
  • Sample letter to use for contacting institutional owners: Letter to Vanguard Group Inc
Sample letter to Large Institutions.docx
  • Letter to John Standley, CEO of Rite Aid
Letter to J Standley Rite Aid.pdf