BRAMPTON, ON, Aug. 20, 2013 /CNW/ - Loblaw Companies Limited (TSX: L) today announced that it has filed an information statement relating to its proposed acquisition of Shoppers Drug Mart Corporation for a combination of cash and Loblaw common shares. The information statement is intended to assist Loblaw shareholders in understanding the impact of the transaction on Loblaw and its business. The information statement is available at www.loblaw.ca and has been filed on SEDAR at www.sedar.com.
Under applicable TSX rules, the transaction requires the approval of Loblaw shareholders, as the number of Loblaw common shares to be issued in the transaction exceeds 25% of the total number of outstanding Loblaw common shares. Loblaw may issue a maximum of approximately 119.9 million Loblaw common shares to Shoppers Drug Mart shareholders in the transaction (including up to 1.2 million Loblaw common shares that may become issuable to holders of Shoppers Drug Mart options), based on the fully diluted number of Shoppers Drug Mart shares outstanding as of July 14, 2013. In addition, Loblaw will issue approximately 10.5 million Loblaw common shares to George Weston Limited in the previously announced concurrent private placement. Together, these aggregate 130.4 million share issuances represent approximately 46% of Loblaw's 282,019,941 outstanding common shares. Weston, which has voting ownership of approximately 63% of Loblaw's common shares, has provided the TSX with a written consent confirming that it is in favour of the transaction, which satisfies the shareholder approval requirements of the TSX. Following completion of the transaction and private placement, Weston will continue to be the largest shareholder of Loblaw with voting ownership of approximately 46% of the outstanding Loblaw common shares.
The transaction must be approved by at least two-thirds of the votes cast at the special meeting of Shoppers Drug Mart shareholders scheduled for September 12, 2013. The transaction also requires the approval of the Ontario Superior Court of Justice (Commercial List). In addition to shareholder and court approvals, the transaction is subject to compliance with the Competition Act ( Canada) and certain other closing conditions customary in transactions of this nature. Loblaw anticipates that the transaction will be completed before the end of the first quarter of 2014.
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 134,000 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.SOURCE Loblaw Companies Limited
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