The news that Walgreens is to scrap its $9.4 billion merger with Rite Aid is unsurprising. The glacial pace of the Federal Trade Commission investigation and increasing signals that the federal government would disallow the merger have forced a rethink.
In some ways, the process so far has been a colossal waste of resources and effort. Walgreens has to pay out a $325 million termination fee to Rite Aid, and all parties — including Fred's, which was due to acquire some Rite Aid stores — have invested time and money with very little to show for it.
We are highly critical of the FTC's involvement in this process, just as we are of the body in general. When it comes to retail matters, we believe it to be both inefficient and ineffective. Its previous decisions, such as the instance that Dollar Tree disposes of Family Dollar stores during acquisition, and that Albertsons-Safeway sells off stores during their merger, have resulted in failure. In both cases, the spin-offs, designed to provide more choice to consumers, went bankrupt and ended up back in the hands of larger players. For us, this underscores the government's complete lack of understanding of how the retail market works in practice — something we believe was at play in the case of Walgreens.
Fortunately, Walgreens and Rite Aid have taken a pragmatic approach and replaced the merger with a deal under which Walgreens will buy 2,186 Rite Aid stores, related distribution assets, and some inventory for $5.175 billion. While this will still be subject to FTC scrutiny, it will, at least in theory, be easier to gain approval because it avoids the dilution of store competition in some markets and leaves Rite Aid as a viable player in the pharmacy space.
For Rite Aid, the deal is a good one. The proceeds of Walgreens' payment will allow it to reduce debt and restore its balance sheet to health. The company's first-quarter results, which were also released today, show the imperative of doing this: the $109 million interest payment dragged it down to a net loss of $75.3 million — an unsustainable position.
The question, of course, is how Rite Aid will survive as a smaller entity. After the deal, the group will have 2,337 stores — around half the number it has now. This will be punishing on economies of scale, especially for a company that is already struggling to turn a profit even before interest payments are taken into account. The answer lies in the agreement with Walgreens, which will allow Rite Aid to become a member of Walgreens Boots Alliance's group purchasing organization. In our view, this will be highly beneficial and will allow Rite Aid to improve pharmacy margins drastically.
For Walgreens, the deal allows it to boost both the top and bottom lines at a time when growth is harder to come by. In our view, there will be some near-term benefits, but most of the synergistic savings and improved turnover will accrue over a period of three years. The costs of converting stores to the Walgreens format should, by and large, be neutral thanks to the improved margins Walgreens brings, and the uplift in sales from the stronger brand and improved store format.
In our view, while the deal is not the deal of choice for either Walgreens or Rite Aid it is a good compromise that brings benefits to both parties. Ironically, it is also one that means Rite Aid will effectively become a part of Walgreens network, albeit with a degree of operational and managerial independence. Of course, all of this remains subject to approval and all eyes now turn to the FTC for its decision on this latest move.