Walgreens and Fred’s, Inc. have announced they have entered into a definitive asset purchase agreement, pursuant to which Walgreens will acquire pharmacy patient prescription files and related pharmacy inventory of 185 Fred’s stores located across 10 Southeastern states, according to a news release.
There is no information yet about whether Pine Bluff Fred’s locations will be affected.
Under the agreement, the aggregate consideration to be paid by Walgreens to Fred’s is $165 million, subject to adjustment, plus an amount equal to the value of related pharmacy inventory.
“This agreement increases patient access to Walgreens pharmacies in the Southeastern U.S., and allows us to introduce more people to Walgreens trusted pharmacy services in these communities. We look forward to welcoming Fred’s patients and team members who are hired into available Walgreens positions,” said Richard Ashworth, Walgreens president of operations.
The transaction is part of a previously announced plan by Fred’s to unlock shareholder value by monetizing non-core assets through strategic transactions, the news release said.
Fred’s will continue to operate its retail stores at most of these locations after the pharmacies close. Once the transaction is complete, Fred’s will continue to operate approximately 162 pharmacies across nearly 600 stores. Fred’s pharmacy staff at the closing locations will have an opportunity to apply for any available positions at Walgreens.
“With this agreement, we have taken a major step towards achieving one of our main goals of eliminating our debt balance,” said Joe Anto, interim CEO and CFO of Fred’s. “We look forward to partnering with Walgreens to transition our pharmacy patients in these locations as smoothly as possible.”
The transaction is subject to the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the satisfaction or waiver of certain other customary closing conditions. The companies expect the file transfers to begin in the fourth quarter of calendar 2018 and be completed in the first quarter of calendar 2019.
Patients whose prescriptions are being transferred will be notified by letter, and the parties will work together to help ensure a smooth transition. Once patient prescriptions are transferred from Fred’s to Walgreens, patients will have access to Walgreens trusted pharmacy services across a network of approximately 9,800 pharmacies nationwide.
PJ SOLOMON is acting as financial advisor and Akin Gump Strauss Hauer & Feld LLP is acting as legal advisor to Fred’s. Sidley Austin LLP and Weil Gotshal & Manges LLP are acting as legal advisors to Walgreens.