UPDATE 5-Walgreen to buy Duane Reade in New York expansion

Wed Feb 17, 2010 5:13pm EST

 * Walgreen to buy NY-area chain from Oak Hill Capital
 * Walgreen to pay $618 mln in cash, assume $457 mln debt
 * Deal under CEO Wasson is Walgreen's biggest to date
 * Duane Reade to keep name, get $60 mln for remodeling
 * Walgreen shares up 0.3 pct
 (Recasts first sentence, adds lawyer's comments on antitrust
issues, analyst comments, updates share movement)
 By Phil Wahba
 NEW YORK, Feb 17 (Reuters) - Walgreen Co (WAG.N) will buy
Duane Reade for $618 million in cash, catapulting the largest
U.S. drugstore operator into the top spot in New York City and
raising the stakes for rivals like CVS Caremark Corp (CVS.N).
 Duane Reade is owned by private equity firm Oak Hill
Capital Partners LP and operates 257 drugstores in the New York
metropolitan area. Sales totaled $1.8 billion last year and it
has the highest sales per square foot in the U.S. industry,
according to Walgreen.
 "We like their footprint, how it matches up with us,"
Walgreen Chief Executive Greg Wasson said of Duane Reade in an
interview with Reuters. "(It) gives us a leading presence in
Manhattan as well as supplements what we have in the boroughs
in New York."
 The acquisition of Duane Reade is Walgreen's biggest
acquisition in its 109-year history as Wasson expands the
chain's presence and overhauls stores.
 "They have a pristine balance sheet -- it was only six
months ago that everyone was asking how can drugstores grow
their top line," said Bill Smead, chief executive of Smead
Capital Management in Seattle.
 Adding Duane Reade will give Walgreen's national market
share a slight boost to an estimated 27.7 percent from 27
percent, according to IBISWorld. CVS is close behind, with 26
percent, and Rite Aid Corp (RAD.N) is a distant third with 12.5
 The deal also includes the assumption of $457 million in
debt. Oak Hill Capital Partners took Duane Reade private in
July 2004 for $415 million, excluding debt, and said the sale
to Walgreen "has generated a solid return for our investors."
 Once the deal closes, Walgreen will operate more than 300
stores in the wider New York area, a tally Wasson said would
put it on par with Rite Aid and CVS in the region, though it
would add only about 3 percent to its national store count.
 "It would take many years of organic growth to reach the
store count that this acquisition brings us," said Wasson, who
started as a pharmacy intern at Walgreen in 1980.
 Some analysts think struggling Rite Aid, which has suffered
eight straight months of comparable sales declines and seen its
shares shrivel, could make for an enticing takeover target.
 "Rite Aid has market share and its shares are so cheap,"
said Toon Van Beeck, an IBISWorld analyst, adding that CVS may
be under pressure to make an acquisition to quicken growth.
 Walgreen shares gained 11 cents or 0.3 percent to close at
$34.19 on Wednesday. Rite Aid shares rose 8 cents or 6.1
percent to $1.39.
 Growth in the drugstore industry has been hard to come by.
Earlier this month, Walgreen posted a surprising drop in
January same-store sales as high unemployment weighed on
consumer spending and a boost from the flu season waned.
[ID:nN03148337] Rite Aid comparable sales fell 2.1 percent.
 Walgreen expects the deal to close by Aug. 31 and to shave
3 cents per share from fiscal 2011 earnings. It sees Duane
Reade adding to 2012 earnings per share "by mid-single digits"
and potential savings of $120 million to $130 million in the
third year after closing.
 The deal is subject to approval from the U.S. Federal Trade
Commission, but is unlikely to face scrutiny because of the
large number of competing drugstores in New York, said Steve
Axinn of New York law firm Axinn, Veltrop and Harkrider LLP.
 But another expert said the agency could go as far as
analyzing individual blocks in New York and force Walgreen to
dispose of some locations or assets if the FTC deems they are
stifling competition in any specific neighborhood.
 "The key question is likely to be the extent to which the
two companies are each other's closest competitors," said Paolo
Morante, a partner in the antitrust practice at DLA Piper.
 Duane Reade opened in 1960, named after its first location
on Broadway, between Duane and Reade streets near New York's
City Hall. The company began to overhaul its stores two years
ago to update its decor and add walk-in health services.
 The chain will keep its brand name and Walgreen expects to
retain the employees at its stores and distribution centers.
 Walgreen operates 70 stores in the New York area. They
include a multi-story flagship store opened in 2008 in Times
Square, across the street from a Duane Reade, to show the
Deerfield, Illinois, chain had designs on New York.
 Wasson said there are no plans to close either Times Square
store, but the company said in a statement Wednesday that it
would decide over time how "to harmonize" both chains. It also
plans to spend $60 million in the next few years on new Duane
Reade stores and remodels of existing locations.
 Walgreen has opened most of its more than 7,160 stores on
its own. While it has pared back its rapid store openings, it
still opens hundreds of stores a year.
 In late 2008, Walgreen started sprucing up stores with
lower shelving, fewer items and better signs to help consumers
find what they need, under a program the company dubbed its
"CCR" program, for customer-centric retailing.
 Peter J. Solomon Co. was financial adviser to Walgreen and
Wachtell, Lipton, Rosen & Katz served as legal counsel. Goldman
Sachs & Co and Bank of America Merrill Lynch were co-financial
advisers to Oak Hill and Duane Reade, with Paul, Weiss,
Rifkind, Wharton & Garrison providing legal counsel.
 (Additional reporting by Jonathan Stempel, Jessica Wohl and
Megan Davies and Diane Bartz; Editing by Michele Gershberg, Tim
Dobbyn and Matthew Lewis)

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