Rite Aid Announces Intent to Redeem All of Its Outstanding 9.25% Senior Notes Due 2020

CAMP HILL, Pa.–(BUSINESS WIRE)–Rite Aid Corporation (NYSE: RAD) today announced that it has issued a
notice of redemption (the “Redemption”) for all of its 9.25% Senior
Notes Due 2020 (CUSIP No. 767754CD4) (the “Notes”) that are outstanding
on April 12, 2018 (the “Redemption Date”). The redemption price for the
Notes is equal to 100% of the principal amount of the Notes to be
redeemed plus accrued and unpaid interest, if any, to but excluding the
Redemption Date. The notice of redemption does not impact Rite Aid’s
previously announced offer (the “Asset Sale Offer”) to purchase the
Notes and certain other of its outstanding debt securities with a
portion of the net cash proceeds received from the previously announced
sale to Walgreens Boots Alliance, Inc. of 1,932 stores, three
distribution centers and related inventory for an all-cash purchase
price on a cash-free, debt-free basis. The redemption price is the same
as the purchase price under the Asset Sale Offer, plus in each case,
accrued interest to, but not including, the relevant purchase date.

A notice of redemption is being mailed to all registered holders of the
Notes by The Bank of New York Mellon Trust Company, N.A. Requests for
documents relating to the Redemption may be directed to The Bank of New
York Mellon Trust Company, N.A., the Paying Agent, at (312) 827-8547.

For additional information on the Asset Sale Offer, including the
possibility of proration, see Rite Aid’s 8-K dated February 27, 2018.

Rite Aid is one of the nation’s leading drugstore chains with fiscal
2017 annual revenues of $32.8 billion. Information about Rite Aid,
including corporate background and press releases, is available through
the company’s website at www.riteaid.com.

Cautionary Statement Regarding Forward Looking Statements

Statements in this release that are not historical, are
forward-looking statements made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, statements regarding the pending merger
between the Company and Albertsons Companies, Inc. (“Albertsons”) and
the transactions contemplated thereby, and the parties perspectives and
expectations, are forward looking statements. Such statements include,
but are not limited to, statements regarding the benefits of the
proposed merger, integration plans, expected synergies and revenue
opportunities, anticipated future financial and operating performance
and results, including estimates for growth, the expected management and
governance of the combined company, and the expected timing of the
transactions contemplated by the merger agreement and any assumptions
underlying any of the foregoing. Such statements also include statements
regarding the expected timing of the closing of the sale of remaining
stores and assets to Walgreens Boots Alliance, Inc. (“WBA”); the ability
of the parties to complete the sale and related transactions considering
the limited remaining closing conditions; the outcome of legal and
regulatory matters in connection with the sale of store and assets of
the Company to WBA; the expected benefits of the transactions such as
improved operations, growth potential, market profile and financial
strength; the competitive ability and position of the Company following
completion of the proposed transactions; the ability of the Company to
implement new business strategies following the completion of the
proposed transactions and any assumptions underlying any of the
foregoing. The words “expect,” “believe,” “estimate,” “intend,” “plan”
and similar expressions indicate forward-looking statements. These
forward-looking statements are not guarantees of future performance and
are subject to various risks and uncertainties, assumptions (including
assumptions about general economic, market, industry and operational
factors), known or unknown, which could cause the actual results to vary
materially from those indicated or anticipated. Such risks and
uncertainties include, but are not limited to, the Company’s high level
of indebtedness and ability to make interest and principal payments on
its debt and satisfy the other covenants contained in its debt
agreements; risks related to the expected timing and likelihood of
completion of the pending merger with Albertsons, including the risk
that the transaction may not close due to one or more closing conditions
to the transaction not being satisfied or waived, such as regulatory
approvals not being obtained, on a timely basis or otherwise, or that a
governmental entity prohibited, delayed or refused to grant approval for
the consummation of the transaction or required certain conditions,
limitations or restrictions in connection with such approvals, or that
the required approval of the merger agreement by the stockholders of the
Company was not obtained; risks related to the ability of Albertsons and
the Company to successfully integrate the businesses; the occurrence of
any event, change or other circumstances that could give rise to the
termination of the merger agreement (including circumstances requiring
the Company to pay Albertsons a termination fee pursuant to the merger
agreement); the risk that there may be a material adverse change of the
Company or Albertsons; risks related to disruption of management time
from ongoing business operations due to the proposed transactions with
WBA and Albertsons; the risk that any announcements relating to the
proposed transactions could have adverse effects on the market price of
the Company’s common stock, and the risk that the proposed transactions
and their announcements could have an adverse effect on the ability of
the Company to retain customers and retain and hire key personnel and
maintain relationships with their suppliers and customers and on their
operating results and businesses generally; risks related to
successfully integrating the businesses of the Company and Albertsons,
which may result in the combined company not operating as effectively
and efficiently as expected; the risk that the combined company may be
unable to achieve cost-cutting synergies or it may take longer than
expected to achieve those synergies; risks associated with the financing
of the proposed transaction with Albertsons; risks related to the
proposed asset sale transactions with WBA, including the risk that the
Company and WBA cannot complete the sale and related transactions
considering the limited remaining closing conditions; risks related to
the ability to realize the anticipated benefits of the proposed
transactions; disruption from the proposed transaction making it more
difficult to maintain business and operational relationships; the effect
of the pending sale on the Company’s business relationships (including,
without limitation, customers and suppliers) operating results and
business generally; risks related to diverting management’s or
employees’ attention from ongoing business operations; the risk that the
Company’s stock price may decline significantly if the remaining
proposed transactions are not completed; significant transaction costs;
unknown liabilities; the risk of litigation and/or regulatory actions
related to the proposed transactions; potential changes to the Company’s
strategy in the event the remaining proposed transactions do not close,
which may include delaying or reducing capital or other expenditures,
selling assets or other operations, attempting to restructure or
refinance its debt, or seeking additional capital, and other business
effects; general economic, industry, market, competitive, regulatory and
political conditions; the Company’s ability to improve the operating
performance of its stores in accordance with its long term strategy; the
impact of private and public third-party payers continued reduction in
prescription drug reimbursements and efforts to encourage mail order;
the Company’s ability to manage expenses and its investments in working
capital; outcomes of legal and regulatory matters; changes in
legislation or regulations, including healthcare reform; the Company’s
ability to achieve the benefits of its efforts to reduce the costs of
the Company’s generic and other drugs. These and other risks,
assumptions and uncertainties can be found in the Company’s Annual
Report on Form 10-K for the fiscal year ended March 4, 2017 filed with
the SEC and will be found in the Form S-4 that will be filed with the
SEC by Albertsons in connection with the proposed merger, and other
documents that the parties may file or furnish with the Securities and
Exchange Commission, which you are encouraged to read. Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from
those indicated or anticipated by such forward-looking statements.
Accordingly, you are cautioned not to place undue reliance on these
forward-looking statements. Forward-looking statements relate only to
the date they were made, and the Company undertakes no obligation to
update forward-looking statements to reflect events or circumstances
after the date they were made except as required by law or applicable
regulation. All information regarding the Company assumes completion of
the Company’s previously announced transaction with Walgreens Boots
Alliance, Inc. There can be no assurance that the consummation of such
transaction will be completed on a timely basis, if at all. For further
information on such transaction, see the Company’s Form 8-K filed with
the SEC on February 8, 2018.

Additional Information and Where to Find It

In connection with the proposed strategic combination involving the
Company and Albertsons, the Company and Albertsons intend to file
relevant materials with the SEC, including that Albertsons will file a
registration statement on Form S-4 that will include a proxy
statement/prospectus to be distributed to the Company’s stockholders.
The Company will mail the proxy statement/prospectus and a proxy card to
each stockholder entitled to vote at the special meeting relating to the
proposed merger. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. THE COMPANY’S EXISTING PUBLIC FILINGS WITH THE
SEC SHOULD ALSO BE READ, INCLUDING THE RISK FACTORS CONTAINED THEREIN.

Investors and security holders may obtain copies of the Form S-4,
including the proxy statement/prospectus, as well as other filings
containing information about the Company, free of charge, from the SEC’s
Web site (www.sec.gov).
Investors and security holders may also obtain the Company’s SEC filings
in connection with the transaction, free of charge, from the Company’s
Web site (www.RiteAid.com)
under the link “Investor Relations” and then under the tab “SEC
Filings,” or by directing a request to the Company, Byron Purcell,
Attention: Senior Director, Treasury Services & Investor Relations.
Copies of documents filed with the SEC by Albertsons will be made
available, free of charge, on Albertsons’s website at www.albertsonscompanies.com.

Participants in Solicitation

The Company, Albertsons and their respective directors, executive
officers and employees and other persons may be deemed to be
participants in the solicitation of proxies from the holders of Company
Common Stock in respect of the proposed transaction. Information
regarding the Company’s directors and executive officers is available in
its definitive proxy statement for the Company’s 2017 annual meeting of
stockholders filed with the SEC on June 7, 2017, as modified or
supplemented by any Form 3 or Form 4 filed with the SEC since the date
of such definitive proxy statement. Information about the directors and
executive officers of Albertsons will be set forth in the Form S-4.
Other information regarding the interests of the participants in the
proxy solicitation will be included in the proxy statement/prospectus
when it becomes available. These documents can be obtained free of
charge from the sources indicated above. This communication shall not
constitute an offer to sell or the solicitation of an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No
offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as
amended.

Contacts

Rite Aid Corporation
INVESTORS:
Byron Purcell, 717-975-5809
or
investor@riteaid.com
or
MEDIA:
Susan
Henderson, 717-730-7766