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GAME on Drug Stores Battle to Compete with Amazon | Bill Pedersen

GAME ON Drug Stores Battle to Compete with | Bill Pedersen

Over the past couple of years, the sector has seen significant changes. With the Amazon threat now looming over the industry, we’ve seen mergers and acquisitions heavily increase to compete with the e- commerce giant. According to leading research, the drug store industry generates $271 billion in annual revenue with retailers CVS, , and capturing a significant amount of the market share. Matthews™ reviews the top three drugstore unions recently made in the sector, where Amazon stands between them, and what investors should expect from this activity.

ANALYTICS MEETS HUMAN TOUCH: CVS ACQUIRES

In December 2017, CVS experience, putting people CVS would now be equipped announced a merger, under at the center of health care with the capability to collect which CVS Health would acquire delivery to ensure they have massive amounts of consumer all outstanding shares of Aetna access to high-quality, more data and develop highly for a combination of cash and affordable care where they are, targeted recommendations for stock. The transaction values when they need it,” said Larry individuals based on previous Aetna at approximately $207 per Merlo, CVS Health president purchase patterns or that share or $69 billion. Including and CEO in the company’s press of similar customer profiles. the assumption of Aetna’s release. “At the same time, Intermixing this consumer data debt, the total value of the our company will benefit from not only allows a deeper reach transaction is $77 billion. This a stronger market position, into patient health behaviors, transaction, expected to close in with the potential to deliver but it may allow CVS to the second half of 2018, claims increased value through the incorporate the retail analytics to “fill an unmet need in the development of innovative of a storefront with the health current health care system and new products and services and management analytics of a present a unique opportunity to generate long-term growth healthcare provider. redefine access to high-quality opportunities that help produce care in lower cost, local settings stronger, more consistent As of March 2018, growing whether in the community, at results for shareholders as a opposition continues to try home, or through digital tools.” uniquely integrated health care and block the merger as the If completed, the merger would company,” Merlo concluded. American Antitrust Institute be the largest (AAI) joined the American deal on record, creating a new Adding ammunition to its Medical Association (AMA) in hybrid in health care industry artillery, the CVS-Aetna merger expressing skepticism about the consolidation. would pair up the largest merger, both focusing on the retail pharmacy chain and lack of competition we’ll see in “When this merger is complete, one of the largest Pharmacy the market if this merger closes. the combined company will Benefit Managers (PBMs) be well-positioned to reshape with the third largest health the consumer health care insurer in the . Possible Impact for Investors A Diminished Deal: While the impacts of the merger WALGREENS ACQUISITION OF RITE AID won’t be felt for some time, the effect of the Aetna acquisition For quite some time now Walgreens, the largest pharmacy chain should favor CVS landlords. With in the U.S. and Europe has been trying to merge with Rite Aid the threat of e-commerce and Corporation. The ongoing saga between the two companies Amazon, the CVS-Aetna merger reaches back to 2015. is a great opportunity for CVS to evolve beyond a traditional brick- and-mortar retailer. Once the deal closes, the industry should Acquisition still pending under review with the Federal Trade anticipate more health clinic- Commission (FTC). services at CVS stores.

Operating 1,100 Minute Clinics, Oct 2015 Sep 2016 Oct 2016 over twice as many as Walgreens, CVS is likely to double down on enhancing customer care, and Walgreens Alliance announces Rite Aid and Rite Aid announce has already begun testing vision acquisition for $17.2 billion extension of merger and audiology centers in their in all cash transaction. agreement end date to stores. With the average CVS store January 2017. occupying 10,000 to 13,000 square feet, they have the space available to repurpose their floorplans Walgreens Boots Alliance Walgreens Boots Alliance and Rite Aid and implement such programs. and Rite Aid enter into enter into amendment and extension to If the merger is successful, CVS an agreement to sell 865 their merger agreement reducing the price Rite Aid stores to Fred’s for each share at a maximum of $7.00 and pharmacy will maintain a relevancy Pharmacy for $950 million a minimum of $6.50. Walgreens will be that cannot be duplicated in an all-cash transaction. required to divest up to 1,200 Rite Aid stores by traditional competition Agreement subject to FTC and certain additional related assets if (Walgreens) or new competitors review and the approval of required to obtain regulatory approval. End pending Walgreens/Rite date of merger extended to July 2017. (Amazon and other e-commerce Aid acquisition. threats).

Eventually, we may start to see less focus on everyday items at CVS Dec 2016 Jan 2017 stores as they make more room for the higher value health care services; a move telegraphed by the company in 2014, when they Walgreens Boots Alliance secures regulatory changed their name from CVS clearance for an amended asset purchase agreement Caremark to CVS Health. After of 1,932 stores, three distribution centers and related inventory from Rite Aid Corporation for $4.375 billion all, you can buy dental floss at a in cash and other consideration. number of places, but you can’t get your blood pressure checked just anywhere. Jun 2017 Sep 2017 As for expansion, CVS will continue to selectively build new stores, but one should not anticipate Walgreens Boots Alliance calls off previous deal to buy Rite Aid and enters into a new agreement to buy 2,186 any rapid development. CVS has Rite Aid stores, three distribution centers and related already slowed construction, only inventory for $5.175 billion in cash. Walgreens agrees building new stores in the case of a to pay Rite Aid $325 million in termination fees for the relocation, or to enter new markets previous merger agreements. Walgreens will begin acquiring the stores and related assets over a period of that have a void. six months and intends to convert acquired stores to the Walgreens brand over time. Pro-Forma Store Profile

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73 6 9 62 MA10 143 274 RI 1 CT 22 535 1 NJ 100 217 DE 42 2 4 MD 13 577 80 2 8 . 4

1 1 2 Rite Aid States & Store Count 4 Rite Aid Distribution Centers

As of now, the long suffering of these distribution centers locations after the deal is acquisition of 1,932 stores is to Walgreens will not begin for complete. Those closures will expected to close in the spring at least 12 months. When the take place over an 18-month of 2018. After all locations are dust settles, Walgreens will have period starting in Spring 2018. acquired, stores are expected about as many U.S. stores as top to be fully converted to the competitor CVS Health, which According to reports, Walgreens brand in carefully has about 9,600 locations. integrating all of the locations planned phases anticipated will cost $750 million. In to be completed at the end At the end of March 2018, Rite addition, Walgreens will of 2020. The stores to be Aid Corporation completed invest $500 million in store purchased are located primarily transferring stores and related improvements while aiming for in the Northeast and Southern assets to Walgreens Boots $300 million in annual savings U.S., and the three distribution Alliance and received the cash by 2020 for items such as centers to be purchased proceeds of $4.157 billion in overlapping expenses. are located in Dayville, cash. The company will also CT, Philadelphia, PA, and move forward with its previously Spartanburg, SC. The transition announced plan to close 600

Possible Impact for Investors

Walgreens and Rite Aid landlords should be conscious of the 600 store closures beginning this spring. In the instance both a Rite Aid (that has been acquired by Walgreens) and a Walgreens are in close proximity, the Rite Aid will likely close. The rebranding of a store and transferring all Walgreens technology is time consuming and expensive. It would be a rare circumstance where the Walgreens would be shuttered, and the Rite Aid remain open. There will likely be additional transformation for Walgreens landlords as Walgreens continues to digest the additional 1,900+ stores into their chain. For Rite Aid owners, they’re safe (for now) in terms of store closures, but there could be a shakeup should the merger with get approved. A majority of Albertsons Companies will be GOING PUBLIC: ALBERTSONS rebranded as Rite Aid and the company will continue to operate Rite Aid stand-alone pharmacies.

PARTAKES IN RITE AID ROUND UP

During the tail end of the Walgreens and Rite Aid The merger, expected to close early in the second debacle, privately held Albertsons Companies intends half of 2018, enables Albertsons Companies to go to grab up the remaining 2,500 Rite Aid locations public after being controlled by private equity giant, not being sold to Walgreens Boots Alliance. The Cerberus Capital Management. Albertsons Companies’ grocery chain, comprised of Safeway and 19 additional executives report that the deal would create a company supermarket chains, has agreed to merge with publicly with expected 2018 revenue of $83 billion and potential traded Rite Aid as a combined entity. In a joint press annual earnings of $3.7 billion before interest, taxes, release announced in February 2018, the integrated depreciation and amortization. company will operate approximately 4,900 locations, 4,350 pharmacy counters, and 320 clinics across 38 The transaction has been approved unanimously by states, serving over 40 million customers per week. the boards of directors of both companies but is still subject to the approval of regulatory approvals and other customary closing conditions.

Possible Impact for Investors

Rite Aid owners should be excited about the There has been significant concern regarding potential created by the Albertson-Rite Aid what would happen to the leftover Rite Aid merger. While Rite Aid has fallen significantly locations not included in the Walgreens merger. behind main competitors, Albertsons sees the Fortunately, Albertsons’ acquisition of Rite Aid advantages of driving pharmacy customers will save some of the remaining Rite Aid stores. into their stores. Albertsons noted on their Under the Albertsons’ brand, if the deal closes, quarterly investor call, that pharmacy customers Rite Aid owners will once again own real estate are among the most valuable in the grocery with a publicly traded tenant. business, spending more than twice as much on groceries per week as the average customer In the months since Amazon announced its and more than three times overall. Rite Aid’s acquisition of Whole Foods, Albertsons has well-known brand and pharmacy expertise should worked to reposition itself as a digitally focused, help Albertsons attract new customers to its modern grocer. It acquired meal kit company, in-grocery pharmacies. The possible merger will Plated, in September and has been expanding have a particularly strong presence on the West its partnership with the delivery service, Coast and Albertsons may help revive Rite Aid’s . These developments are significant “front-of-store” retail business in its remaining for landlords as it keeps the chain in competition stand-alone pharmacies with a more-compelling with increasingly powerhouse rivals, CVS and grocery option. Walgreens. Until the merger has been approved, it appears all new development for Rite Aid has The deal with Albertsons underlines the change been put on hold. Currently, it is hard to say when in course that retailers are taking, as they are no these projects will pick up again. The industry longer looking to expand their physical footprint may have to wait until after the merger to alone, but also their capabilities. There is also the reassess the situation. opportunity to use store footprints as a base for drug delivery and pick up, combating against the e-commerce and Amazon threat. AMAZON MOVING INTO HEALTHCARE

Though Amazon has yet to publicly comment on its pharmacy ambitions, the rumor mill is buzzing with potential moves we might see from the online retail giant. According to top analysts, here are some of the ways Amazon could enter the pharmacy market and disrupt the drugstore industry:

• Using its massive logistics operations with services like Alexa, Prime, and Dash buttons, Amazon could start its own mail based drug delivery business

• With the Whole Foods acquisition in 2017, Amazon could bring drug counters to stores or partner with local independent pharmacies

• Already owning wholesale distribution licenses in at least 13 states, Amazon could build its own pharmacy business from scratch, restructuring the drug supply chain in the process.

• Amazon could buy a drug distributor or a PBM

As these rumors swarmed, drug stores companies (i.e., CVS Health Corporation, Walgreens Boots Alliance, Inc., etc.) took a hit. Amazon’s threat of disruption is clearly ripping through the market, as even a slight push into pharmaceuticals and healthcare is sending companies into frenzy. Recent consolidations in the grocery and drugstore industries occurred as many are trying to fend off the rising competition of Amazon in these segments.

As Amazon continues to innovate and crush its competition, leaving no industry untouchable, we’ll have to wait and see what they do next. Next Steps

With the changing landscape of the drugstore industry, it is better to be prepared than investing on a whim. If you own a Walgreens, Rite Aid, or CVS it is in your best interest to get a full evaluation of where your property stands and any potential options. Your property may be more valuable today or it may be at risk of being vacated. Improve your investment position and preserve your wealth by speaking with a Matthews™ specialist today.

BILL PEDERSEN

(949) 432-4501 [email protected]

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