Walgreens may give FTC notice of 'certified compliance' to force Rite Aid merger decision

Dive Brief:

Walgreens Boots Alliance is mulling a declaration of “certified compliance” — a shot across the bow to the Federal Trade Commission that essentially lets regulators know that the drugstore retailer considers the information and actions it’s taken to gain approval for its proposed merger with rival Rite Aid are sufficient and complete, the New York Post reports.
Such a declaration would force the FTC to move one way or another on the merger, which the agency has been pondering since 2015, and which prompted Walgreens to make a series of moves — including expanding its divestiture plan, extending its deadline and cutting its merger price — in order to appease regulators' antitrust worries.
Perhaps thanks to those moves, investors have remained patient, reports Crain’s Chicago Business, which says that Walgreens' share price is up 4% in 2017 so far, and nearly 9% over the past 12 months (though not matching the pace of common indexes).

Dive Insight:

Walgreens Boots CEO Stefano Pessina has been adamant about making this merger with Rite Aid happen. In an effort to ease the path to approval, Walgreens and Rite Aid sold 865 stores to regional chain Fred’s Pharmacy, subsequently boosted the overall number of stores to be sold to 1,200, and reduced the price for each share of Rite Aid common stock to be paid by Walgreens, which brings the price tag to $6.84 billion, down from the $9.4 billion the chains first announced in late 2015.

Speaking to analysts in January, Pessina said the company had "no plan B” if the merger is scuttled, and later that month at Walgreens' shareholders meeting, he said the organization was “actively engaged in dialogue with the FTC” and declared “We’ll do anything we can to support their work.”

But that attitude may have run its course, with reports indicating that Walgreens could more or less tell the FTC to put up or shut up. Such an ultimatum gives regulators 30 days to decide one way or another, finally capping off a process that has dragged for close to 18 months. But it’s risky, because it could force the FTC to decide against the merger if it believes its antitrust concerns haven’t been addressed.

While investors are demonstrating patience, some observers aren’t all that sanguine about the deal’s prospects, considering the antipathy the Obama-era FTC has shown against mega-mergers, including deals involving retailers. Last May, for example, regulators scuttled a proposed $6.3 billion tie-up between rivals Office Depot and Staples, despite Amazon’s entry into the office supplies retail and business contracts spaces. The FTC has just two members post-election, one Democrat and one Republican, so chances for a unanimous decision are murky.