Walgreen Co. (NYSE: WAG) (NASDAQ: WAG) and online retailer drugstore.com, inc. (NASDAQ: DSCM) today announced a definitive merger agreement pursuant to which Walgreens will acquire drugstore.com in a transaction with a total enterprise value of approximately $409 million.

“Our acquisition of drugstore.com today significantly accelerates our online strategy to leverage the best community store network in America by becoming the most convenient choice for health and daily living needs whether customers shop online or in our stores,” said Walgreens President and CEO Greg Wasson. “This acquisition offers a unique opportunity that will provide us immediate access to more than 3 million savvy, online loyal customers, and will allow us to move even closer to our existing customers through relationships with new vendors and partners, adding approximately 60,000 products to our already strong online offering. Importantly, drugstore.com’s well-recognized presence in the health, personal care, beauty and vision categories, including such strong websites as drugstore.com™, Beauty.com™, SkinStore.com™ and VisionDirect.com™, will complement and extend many of our own multi-channel initiatives that have been driving growth in our business. As a result, we are positioned better than ever to be the most convenient multi-channel retailer of health and daily living needs in America – offering customers what they want, when they want it and where they want it.”

Under the terms of the merger agreement, drugstore.com stockholders will receive $3.80 in cash for each share of stock, which represents an equity value of approximately $429 million. The price per share is a premium of approximately 102 percent over drugstore.com’s 30-day average closing stock price, and a premium of approximately 113 percent over the closing price of drugstore.com’s common stock on March 23, 2011, the last trading day prior to today’s announcement.

Consummation of the merger is subject to customary conditions, including satisfaction of regulatory requirements and approval of the transaction by drugstore.com’s stockholders. Walgreens will fund the acquisition with existing cash and anticipates the merger will close by the end of June 2011. The definitive agreement was unanimously approved by drugstore.com’s board of directors, and drugstore.com’s board recommends that the company’s stockholders vote in favor of the transaction.

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