Rite Aid 2016 Annual Report Download - page 4

• the inability to complete the proposed acquisition (the ‘‘Merger’’) of us by Walgreens Boots
Alliance, Inc., a Delaware corporation (‘‘WBA’’), due to the failure to satisfy the remaining
conditions to the completion of the Merger, including receipt of required regulatory approvals;
• the risk that the Merger Agreement may be terminated in certain limited circumstances that
require us to pay WBA a termination fee of $325 million;
• risks that the proposed Merger disrupts our current plans and operations or affects our ability to
retain or recruit key employees;
• the effect of the pending Merger on Rite Aid’s business relationships (including, without
limitation customers and suppliers), operating results and business generally;
• the amount of the costs, fees, expenses and charges related to the Merger Agreement or the
Merger;
• risks related to the Merger diverting management’s or employees’ attention from ongoing
business operations;
• risks associated with the financing of the Merger transaction;
• the risk that our stock price may decline significantly if the Merger is not completed;
• risks related to obtaining the requisite consents to the Merger, including, without limitation, the
timing (including possible delays) and expiration or termination of the applicable waiting periods
under the HSR Act and other applicable antitrust laws, and the risk that such consents might
not be received;
• the risk that the Merger may not be completed in a timely manner, if at all;
• risks related to other business effects, including the effects of industry, market, economic,
political or regulatory conditions, future exchange or interest rates or credit ratings, changes in
tax laws, regulations, rates and policies or competitive development;
• the risk that we could experience deterioration in our current Star rating with the Centers of
Medicare and Medicaid Services (‘‘CMS’’);
• the nature, cost and outcome of pending and future litigation and other legal proceedings or
governmental investigations, including any such proceedings related to the Merger and instituted
against us and others;
• other risks and uncertainties described from time to time in our filings with the Securities and
Exchange Commission (the ‘‘SEC’’).
We undertake no obligation to update or revise the forward-looking statements included in this
report, whether as a result of new information, future events or otherwise, after the date of this report.
Our actual results, performance or achievements could differ materially from the results expressed in,
or implied by, these forward-looking statements. Factors that could cause or contribute to such
differences are discussed in the sections entitled ‘‘Risk Factors’’ and ‘‘Management’s Discussion and
Analysis of Financial Condition and Results of Operations—Overview and Factors Affecting Our
Future Prospects’’ included in this Annual Report on Form 10-K.
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