Loblaw receives approval from Canada's Competition Bureau for its acquisition of Shoppers Drug Mart, expects to close acquisition March 28, 2014; as part of agreement, Loblaw will sell 18 stores, nine pharmacy operations, with no store closures expected

BRAMPTON, Ontario, and TORONTO , March 24, 2014 (press release) –

Acquisition Will Strengthen Loblaw and Shoppers Drug Mart in Competitive Marketplace and Deliver More Choice, Value and Convenience to Help Canadians Live Life Well
  • Complementary offerings of Canada's #1 food retailer and Canada's #1 pharmacy and beauty retailer
  • Convenient retail locations and unmatched store formats to reach more Canadians where they live and work
  • Canada's leading private label brands
  • Business and synergy plans unchanged

Loblaw Companies Limited (TSX: L) ("Loblaw") and Shoppers Drug Mart Corporation (TSX: SC) ("Shoppers Drug Mart") today announced that the Competition Bureau has approved Loblaw's acquisition of Shoppers Drug Mart. Loblaw and Shoppers Drug Mart also announced that the acquisition is expected to close March 28, 2014.

"We are pleased the Competition Bureau has concluded its review of this transaction, and to have its consent to bring these two great Canadian companies together," said Galen G. Weston, Executive Chairman of Loblaw. "This merger uniquely positions Loblaw to meet the most important consumer trends in the country, including urbanization and health and wellness. In doing so, we will continue to deliver more choice, more value, and more convenience to Canadians."

As part of its agreement with the Competition Bureau, Loblaw will sell 18 stores and nine pharmacy operations. Loblaw does not anticipate any store closures as a result of these divestitures. Throughout the sale process, customers can expect the same trusted and quality in-store experience in the impacted stores.

In the course of its review of the acquisition, the Competition Bureau expressed potential concerns about certain Loblaw supplier practices. The Company will cooperate with the Competition Bureau in its continued review of these practices. Loblaw is committed to supplier practices that meet the Bureau's objectives of maintaining competitive markets.

For a complete list of stores and pharmacy operations to be sold, please see below:


Stores to be Divested
City, Province Store
Sechelt, BC Shoppers Drug Mart Trail Bay Mall, 5740 Teredo Street
Devon, AB Shoppers Drug Mart Southport Common, 180 Miquelon Avenue
Innisfail, AB Shoppers Drug Mart Henday Centre, 4804 50th Street
Westlock, AB Shoppers Drug Mart Simply Pharmacy, 10030 106 Street
Aylmer, ON Shoppers Drug Mart Aylmer, 6 Talbot Street East
Blenheim, ON No Frills, 286 Chatham Street North
Chelmsford, ON Shoppers Drug Mart Chelmsford, 3672 Highway 144
Elmira, ON No Frills, 232 Arthur Street South
Exeter, ON Shoppers Drug Mart Exeter, 38-44 Thames Road West
Kingsville, ON Shoppers Drug Mart Main & Wigle, 271 Main Street East
Mount Forest, ON Shoppers Drug Mart Mount Forest, 129 Main Street South
Port Hope, ON Shoppers Drug Mart Barrett and Ontario, 60 Ontario Street
Petrolia, ON Shoppers Drug Mart, 4177 Petrolia Street
Tantallon, NS Shoppers Drug Mart St. Margaret's Crossroads, 5181 Saint Margaret's Bay Road
Dalhousie, NB Save-Easy, 170 Renfrew Street
St. Stephen, NB Shoppers Drug Mart Charlotte Mall, 210 King Street
Barrington Passage, NS No Frills, 3695 Highway #3
Montague, PEI Shoppers Drug Mart Montague, 521 Main Street



Independent Pharmacy Operator
City, Province Store
Almonte, ON Patrice's YIG, 401 Ottawa Street
Embrun, ON Embrun YIG, 753 Notre Dame Street
Ingersoll, ON YIG Ingersoll, 273 King Street West
Listowel, ON Zehrs Listowel, 600 Mitchell Road
Port Perry, ON Vos' YIG Port Perry, 1893 Scugog Street
Prescott, ON O'Reilly's YIG, 150 Prescott Centre Drive
Tillsonburg, ON Zehrs Tillsonburg, 400 Simcoe Street
Bay Roberts, NF Dominion Bay Roberts, Bay Roberts Shopping Centre, Main Highway, General Delvy
Carbonear, NF Dominion Carbonear, Trinity Conception Square London Road

Information for Shoppers Drug Mart Shareholders
Shoppers Drug Mart shareholders have the ability to choose whether to receive $61.54 in cash or 1.29417 Loblaw common shares plus $0.01 cash for each Shoppers Drug Mart share held, subject to pro-ration as set out in the plan of arrangement.

The deadline for registered Shoppers Drug Mart shareholders to make an election with respect to the form of consideration they wish to receive, subject to pro-ration, is March 26, 2014 prior to 5:00 p.m. (Toronto time). Registered shareholders are reminded that they must complete, sign and return a Letter of Transmittal and Election Form with their share certificate(s) to Equity Financial Trust Company, as depositary, by the election deadline. Shareholders holding Shoppers Drug Mart shares through a broker, investment dealer or other intermediary, should carefully follow the instructions provided by such broker, investment dealer or other intermediary in order to make an election.

Shoppers Drug Mart shareholders who have not made an election by the election deadline will be deemed to have elected to receive the cash consideration as to 53.9% of their shares and the share consideration as to 46.1% of their shares, subject to pro-ration.

Additional copies of the Letter of Transmittal and Election Form may be requested from Equity Financial Trust Company by telephone at: 1-866-393-4891 or 416-361-0930 ext. 205 or by email at: corporateactions@equityfinancialtrust.com or investor@equityfinancialtrust.com.  Copies of the Letter of Transmittal and Election Form are also available on Shoppers Drug Mart's website at www.shoppersdrugmart.ca and on the SEDAR website at www.sedar.com.

Loblaw will provide joint tax election forms on its website at www.loblaw.ca shortly after closing.

About Loblaw Companies Limited
Loblaw Companies Limited, a subsidiary of George Weston Limited, is Canada's largest food retailer and a leading provider of drugstore, general merchandise and financial products and services. Loblaw is one of the largest private sector employers in Canada. With more than 1,000 corporate and franchised stores from coast to coast, Loblaw and its franchisees employ approximately 138,000 full-time and part-time employees. Through its portfolio of store formats, Loblaw is committed to providing Canadians with a wide, growing and successful range of products and services to meet the everyday household demands of Canadian consumers. Loblaw is known for the quality, innovation and value of its food offering. It offers Canada's strongest control (private) label program, including the unique President's Choice®, no name® and Joe Fresh® brands. In addition, the Company makes available to consumers President's Choice® financial services and offers the PC® points and PC Plus™ loyalty program. For more information, visit Loblaw's website at www.loblaw.ca and Loblaw's issuer profile at www.sedar.com.

About Shoppers Drug Mart Corporation
Shoppers Drug Mart Corporation is one of the most recognized and trusted names in Canadian retailing.  Shoppers Drug Mart is the licensor of full-service retail drug stores operating under the name Shoppers Drug Mart (Pharmaprix in Québec).  With 1,253 Shoppers Drug Mart and Pharmaprix stores operating in prime locations in each province and two territories, Shoppers Drug Mart is one of the most convenient retailers in Canada.  Shoppers Drug Mart also licenses or owns 56 medical clinic pharmacies operating under the name Shoppers Simply Pharmacy (Pharmaprix Simplement Santé in Québec) and six luxury beauty destinations operating as Murale.  As well, Shoppers Drug Mart owns and operates 62 Shoppers Home Health Care stores, making it the largest Canadian retailer of home health care products and services.  In addition to its retail store network, Shoppers Drug Mart owns Shoppers Drug Mart Specialty Health Network Inc., a provider of specialty drug distribution, pharmacy and comprehensive patient support services; and MediSystem Technologies Inc., a provider of pharmaceutical products and services to long-term care facilities. For more information, visit www.shoppersdrugmart.ca.

Forward-Looking Statements
Certain statements in this news release are forward-looking information within the meaning of applicable securities legislation including, but not limited to, statements relating to the expected closing date of the transaction and certain strategic benefits expected to result from the transaction. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Loblaw's or Shoppers Drug Mart's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. There can be no assurance that the anticipated strategic benefits and operational, competitive and cost synergies will be realized. Loblaw and Shoppers Drug Mart do not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

SOURCE Loblaw Companies Limited

Media Enquiries, contact:
Kevin Groh
Loblaw Companies Limited, Vice President, Corporate Affairs and Communication

Tammy Smitham
Shoppers Drug Mart, Vice President, Communications and Corporate Affairs

Investor Enquiries, contact:
Dennis Fong
Loblaw Companies Limited, Investor Relations

Shoppers Drug Mart Investor Relations
416-493-1220 ext. 5678

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