Rite Aid to Acquire Leading Independent Pharmacy Benefit Manager EnvisionRx for $2 Billion



CAMP HILL, Pa. and TWINSBURG, Ohio - Feb. 11, 2015 - Rite Aid (NYSE: RAD) and Envision Pharmaceutical Services ("EnvisionRx") today announced that they have entered into a definitive agreement under which Rite Aid will acquire EnvisionRx, a portfolio company of leading global private investment firm TPG, in a transaction valued at approximately $2 billion, which includes the value of an expected future tax benefit of $275 million. Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Rite Aid will pay approximately $1.8 billion in cash and $200 million in Rite Aid stock, or approximately 27.9 million shares.

EnvisionRx is a national, full-service pharmacy benefit management (PBM) company with projected 2015 calendar year revenues of approximately $5 billion and projected 2015 calendar year EBITDA in a range of $150 to $160 million. The company provides both transparent and traditional PBM options through its EnvisionRx and MedTrak PBMs, respectively, as well as pharmacy-related services to clients across the nation. EnvisionRx also offers fully integrated mail-order and specialty pharmacy services through Orchard Pharmaceutical Services; access to the nation's largest cash pay infertility discount drug program via Design Rx; an innovative claims adjudication software platform in Laker Software; and a national Medicare Part D prescription drug plan through Envision Insurance Company's EnvisionRx Plus product offering.

"The acquisition of EnvisionRx meaningfully expands our health and wellness offerings, enhancing our ability to provide a higher level of care to the patients and communities we serve," said Rite Aid Chairman and CEO John Standley. "With the addition of EnvisionRx, we will create a compelling pharmacy offering across retail, specialty and mail-order channels, enabling us to deliver cost-effective solutions to employers and health plans while driving growth and creating long-term value for our shareholders. We also look forward to welcoming EnvisionRx's proven management team and talented associates to Rite Aid."

"Combining our comprehensive suite of pharmacy benefit management services with Rite Aid's established retail healthcare platform is a natural fit that is increasingly preferred by plan sponsors," said EnvisionRx CEO Frank Sheehy. "Together, we see tremendous opportunities to provide new and existing customers with an integrated healthcare offering that will build upon the company's strong existing platform."

"EnvisionRx's innovative business model has always set it apart from other PBMs, and as part of a recognized pharmacy leader, will now be well positioned for further success," said Sharad Mansukani, chairman of EnvisionRx and senior advisor for TPG. "TPG believes EnvisionRx has built a best-in-class company with tremendous potential, and as a ground-breaking PBM, it has a great future as part of Rite Aid."

The transaction is expected to be accretive to Rite Aid's earnings per share in the first full year following the closing of the transaction. The transaction is expected to close by September, 2015, subject to regulatory approvals and other customary closing conditions.

Following the closing, EnvisionRx will operate as a wholly owned subsidiary of Rite Aid led by Frank Sheehy and current management. EnvisionRx's headquarters will remain in Twinsburg, Ohio.

In connection with the pending transaction, Rite Aid has obtained committed financing from Citigroup Global Markets Inc., and BofA Merrill Lynch, Wells Fargo Securities, LLC and Credit Suisse AG. Subject to market conditions, Rite Aid expects to finance the $1.8 billion cash portion of the consideration through proceeds from the issuance of unsecured notes prior to the closing of the acquisition.

Citigroup Global Markets Inc. served as financial advisor to Rite Aid and Skadden, Arps, Slate, Meagher & Flom LLP was the company's legal advisor. J.P. Morgan served as exclusive financial advisor to EnvisionRx, and Cleary Gottlieb Steen & Hamilton LLP acted as its legal counsel.

About Rite Aid

Rite Aid is one of the nation's leading drugstore chains with 4,569 stores in 31 states and the District of Columbia. Information about Rite Aid, including corporate background and press releases, is available through Rite Aid's website at



About EnvisionRx

Established in 2001, EnvisionRx is a national, full-service pharmacy benefit management (PBM) company. EnvisionRx is part of a group of healthcare management companies owned and operated by Envision Pharmaceutical Holdings, LLC (EPH). EPH is a portfolio company of TPG. In addition to EnvisionRx, EPH subsidiaries also include Envision Insurance Company, a fully insured provider of Medicare Part D Plans nationally, Envision Medical Solutions, LLC, an administrator of prescription savings plans and prescription savings cards, Orchard Pharmaceutical Services, LLC, a full-service mail-order and specialty drug pharmacy, Design Rx, LLC, the market leader in cash-pay pharmacy services for infertility and fertility products, MedTrak, a traditional spread-based PBM managing pharmacy benefits for small to mid-d self-insured employers and Laker Software, LLC, an innovative, market-leading provider of claims processing systems and support services for prescription drug benefit programs. EnvisionRx, which was founded on a commitment to provide full disclosure in the PBM marketplace, promotes a transparent, pass-through business model in which 100% of earned rebates, discounts, and incentives are instantly credited at the point of sale to customers, and for which EnvisionRx charges a low, flat monthly management fee for most services. This translates into significant savings for the company's covered individuals. The Company has been awarded the Utilization Review Accreditation Commission (URAC) accreditations for PBM and Drug Therapy Management annually since 2007. EnvisionRx is headquartered in Twinsburg, OH, with offices in Fort Lauderdale, FL; Tampa, FL; Canton, OH; Ogden, UT; Minneapolis, MN and El Dorado Hills, CA. For more information about EnvisionRx visit


. EnvisionRx is a registered trademark of Envision Pharmaceutical Services, LLC.

About TPG

TPG is a leading global private investment firm founded in 1992 with $65 billion of assets under management and offices in San Francisco, Fort Worth, Austin, Dallas, Houston, New York, Beijing, Hong Kong, London, Luxembourg, Melbourne, Moscow, Mumbai, São Paulo, Shanghai, Singapore and Tokyo. TPG has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, growth investments, joint ventures and restructurings. For more information visit



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