TORONTO, Jan. 4 /CNW/ - Shoppers Drug Mart Corporation (TSX: SC) announced today that it has received a copy of an unsolicited below market "mini-tender" offer by TRC Capital Corporation ("TRC") to purchase up to 2,000,000 common shares of Shoppers Drug Mart Corporation, representing approximately 0.92% of the Company's outstanding common shares.
The offer price of $42.10 per share represents a 4.82% discount to the $44.23 closing price of the Company's common shares on the TSX on December 24, 2009, the last trading day prior to the date of the offer, and a 7.29% discount to the $45.41 closing price of the Company's common shares on December 31, 2009.
Shoppers Drug Mart Corporation recommends that shareholders do NOT tender their shares in response to TRC's below market mini-tender offer. TRC has made numerous below market mini-tender offers for shares of other companies. Mini-tender offers are widely-disseminated offers to purchase a small percentage of a company's shares at a price below the current market price which avoid most of the filing, disclosure and procedural requirements applicable to most bids under Canadian securities legislation.
Shoppers Drug Mart Corporation is in no way associated with TRC, its offer or the offer documentation.
Shareholders who are considering tendering their shares to TRC's mini-tender offer are strongly urged to exercise caution with respect to TRC's mini-tender offer, obtain current market quotations for their Shoppers Drug Mart Corporation shares, consult with their financial advisors and carefully examine TRC's mini-tender offer to determine whether it is in their best interests to tender to an offer that is BELOW the current market price.
The Canadian Securities Administrators ("CSA") have expressed serious concerns about mini-tender offers such as the possibility that investors might tender to a mini-tender offer based upon a misunderstanding of the terms of the offer, including the per security price available under the offer relative to the market price of such securities. The CSA has issued a staff notice on mini-tenders which may be found at: www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp
The U.S. Securities and Exchange Commission has published an investor alert regarding mini-tender offers on its website at: www.sec.gov/investor/pubs/minitend.htm.
Holders of common shares of Shoppers Drug Mart Corporation who have already tendered are advised that they may withdraw their shares by providing the written notice described in the TRC Capital Corporation offering documents prior to the expiration of the offer, currently scheduled for 5:00 p.m. (Toronto time) on January 28, 2010.
About Shoppers Drug Mart Corporation
Shoppers Drug Mart Corporation is one of the most recognized and trusted names in Canadian retailing. The Company is the licensor of full-service retail drug stores operating under the name Shoppers Drug Mart (Pharmaprix in Québec). With more than 1,170 Shoppers Drug Mart and Pharmaprix stores operating in prime locations in each province and two territories, the Company is one of the most convenient retailers in Canada. The Company also licenses or owns more than 42 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, the Company also owns and operates 66 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, the Company 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 in Ontario and Alberta.
For more information, visit www.shoppersdrugmart.ca.
SOURCE Shoppers Drug Mart Corporation
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