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Actionable news in WBA: WALGREENS BOOTS ALLIANCE Inc,

Entry into a Material Definitive

Agreement and Plan of Merger

On October27, 2015, Walgreens Boots Alliance, Inc. (the Company) entered into an Agreement and Plan of Merger (the Merger Agreement) with Rite Aid Corporation, a Delaware corporation (Rite Aid), and Victoria Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of the Company (Victoria Merger Sub).

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Victoria Merger Sub will merge with and into Rite Aid (the Merger), with Rite Aid surviving the Merger as a wholly-owned direct subsidiary of the Company.

At the effective time of the Merger, each share of Rite Aid common stock, par value $1.00 per share, (Rite Aid Common Stock) issued and outstanding immediately prior to the effective time (other than shares owned by (i)the Company, Victoria Merger Sub or Rite Aid (which will be cancelled), (ii)stockholders who have properly exercised and perfected appraisal rights under Delaware law, or (iii)any direct or indirect wholly owned subsidiary of Rite Aid or the Company (which will be converted into shares of common stock of the surviving corporation)) will be converted into the right to receive $9.00 per share in cash, without interest (the Per Share Merger Consideration).

Subject to the terms of the Merger Agreement, at the effective time of the Merger, each vested option to purchase Rite Aid Common Stock with a per share exercise price less than the Per Share Merger Consideration that is outstanding immediately prior to the effective time will be converted into the right to receive, without interest, an amount in cash equal to the product of (x)the total number of shares of Rite Aid Common Stock subject to such option and (y)the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such option, less applicable withholding taxes. Subject to the terms of the Merger Agreement, at the effective time of the Merger, each unvested option to purchase Rite Aid Common Stock, and each vested option to purchase Rite Aid Common Stock with a per share exercise price equal to or greater than the Per Share Merger Consideration, that is outstanding immediately prior to the effective time will be converted into an option to acquire, on the same terms and conditions as were applicable immediately prior to the effective time, a number of shares of Company common stock equal to the product of (x)the number of shares of Rite Aid Common Stock subject to such option and (y)a fraction, the numerator of which is the Per Share Merger Consideration and the denominator of which is the volume weighted average trading price of Company common stock on the five consecutive trading days immediately preceding the closing date of the Merger (the Conversion Ratio), with the exercise price of such converted option equitably adjusted to be equal to the quotient of (x)the exercise price per share of Rite Aid Common Stock subject to such option and (y)the Conversion Ratio.

Subject to the terms of the Merger Agreement, at the effective time of the Merger, each Rite Aid restricted share award and Rite Aid performance unit that is outstanding immediately prior to the effective time will be cancelled and converted into a Company restricted share or performance unit, as applicable, relating to the number of shares of Company common stock equal to the product of (x)the number of shares of Rite Aid Common Stock relating to such restricted share award or such performance unit (in the case of performance units for which the applicable performance period has not completed, the target number of shares) and (y)the

Conversion Ratio, with each such converted restricted share award and performance unit subject to the same terms and conditions as were applicable immediately prior to the effective time; provided, that with respect to each converted performance unit award, (i)following the effective time of the Merger, the performance goals or conditions will not apply with respect to a pro-rata portion of such award (with such portion based on the number of days elapsed in the performance period through the effective time of the Merger), which portion of such award will continue to be subject to service-based vesting on the same schedule as applied prior to the effective time of the Merger, and (ii)the remaining portion of the converted performance unit award will continue to be subject to performance-based vesting (based on the achievement of adjusted performance goals) and service-based vesting on the applicable vesting dates following the effective time of the Merger.

Subject to the terms of the Merger Agreement, at the effective time of the Merger, each Rite Aid restricted share unit outstanding immediately prior to the effective time will automatically be cancelled and converted into the right to receive an amount in cash equal to the product of (x)the total number of shares of Rite Aid Common Stock subject to the restricted share unit and (y)the Per Share Merger Consideration.

Consummation of the Merger is subject to various closing conditions, including but not limited to (i)approval of the Merger Agreement by holders of a majority of the outstanding shares of Rite Aid Common Stock...


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