Loblaw to buy Shoppers Drug Mart for C$12.4 billion

Loblaw Cos Ltd, Canada's largest food retailer, will buy Shoppers Drug Mart Corp for C$12.4 billion ($11.9 billion), as it faces increasing competition from Target Corp and Wal-Mart Stores Inc .

By acquiring Canada's biggest pharmacy chain, Loblaw said it would create a retail giant with more than C$42 billion in revenue and gain access to the growing small-urban store sector.

Big box retailers such as Target and Wal-Mart have been looking for ways to reach more customers in tighter urban locations. Target opened its first 24 Canadian stores in March and plans to have 124 stores in the country by the year-end.

"With scale and capability, we will be able to accelerate our momentum and strengthen our position in the increasingly competitive marketplace," Loblaw Executive Chairman Galen Weston said in a statement on Monday. ()

Loblaw's offer of C$61.54 in cash and stock represents a premium of 27 percent to Shoppers Drug Mart's Friday closing on the Toronto Stock Exchange.

Shoppers Drug Mart, which turned 50 last year, owns about 1,300 drug stores and 65 Shoppers Home Health Care stores across Canada. Like Target and Wal-Mart, the company also sells beauty products.

The company changed hands a number of times until it went public in 2001. Its previous owners have included Imasco, a unit of Imperial Tobacco, and a consortium of private-equity firms including KKR and Bain Capital.

Shareholders of Shoppers Drug Mart will have the option to either receive C$61.54 in cash or 1.29417 Loblaw common shares plus 1 Canadian cent in cash for each share held. The maximum amount of cash to be paid by Loblaw will be about C$6.7 billion.

Shoppers Drug Mart shareholders will own about 29 percent of the combined company. Shoppers Drug Mart will retain its name and brand and will operate as a separate division of Loblaw.

The combination is expected to yield annual cost savings of C$300 million by the third year, Loblaw said.

George Weston Ltd, Loblaw's biggest shareholder, will buy an additional C$500 million in Loblaw shares to help finance a the deal. George Weston now owns about 62 percent of Loblaw.

Loblaw said it would finance the cash portion of the deal with cash on hand and committed bank loans.

BofA Merrill Lynch acted as financial adviser to Loblaw, while Torys LLP was its legal counsel.

RBC Capital Markets advised Shoppers Drug Mart on the deal. Osler, Hoskin & Harcourt LLP was its legal counsel.

Loblaw shares have climbed 47 percent in the past year, while Shoppers shares have risen 17 percent.