Friday is the Walgreens-Rite Aid merger deadline

BY Michael Johnsen

DEERFIELD, Ill.  — The day some analysts thought would never come has arrived. On Friday, Jan. 27, the deadline expires for the pending acquisition of Rite Aid by Walgreens Boots Alliance for $9 per share in cash (representing a $17.2 billion deal including the acquired net debt).

What now?

The deal is not likely to be approved by the Federal Trade Commission on Friday. The agency declined to comment in an email to DSN Thursday afternoon, but analysts reporting on the deal generally feel that the agency will not act that quickly. David Balto, a former FTC official, shared with Reuters on Thursday that the agency could take as much as two months to assess the proposed 865 store divestiture from Walgreens to Fred's. "Retail market divestitures are very complex. It's unrealistic to assume that they could get through a divestiture that's this significant in a few weeks," Balto told Reuters, referencing the Dec. 20, 2016, announcement.

Rest assured, Walgreens Boots Alliance and Rite Aid were actively discussing next steps as late as Thursday, according to Walgreens Boots Alliance CEO Stefano Pessina. "These discussions include taking into account anything that is required to gain approval of the transaction," he told Walgreens shareholders during the company's annual meeting in New York Thursday morning.

Specifically regarding the FTC, Pessina offered no comment, however. "The FTC is doing their job and the process is going on and we cannot comment on what the FTC is doing," he said. "The only thing  I can repeat is we are actively engaged to dialogue with the FTC."

What happens if the deal falls through? "Walgreens would be required to pay a $325 million break up fee if the FTC blocks the transaction," noted Ricky Goldwasser, Morgan Stanley equity analyst in a research note published last week. "Additionally, Walgreens would not see the benefit of Rite Aid's national footprint, an incremental benefit (if deal closes) to value proposition for PBMs, especially as pharmacy networks continue to narrow," she wrote. In the note, Goldwasser predicted Walgreens Boots Alliance and Rite Aid would extend the deadline.

What happens if the deal doesn't fall through? If Walgreens and Rite Aid on Friday decide to extend the deadline for the deal a second time, the decision falls back to the FTC. President Donald Trump on Wednesday designated Maureen Ohlhausen as acting chairman of the Federal Trade Commission by a White House order. Ohlhausen will replace former FTC chairman, Edith Ramirez, who recently announced her resignation effective Feb. 10, 2017.

The FTC includes a total of five commissioners appointed by the president and confirmed by the U.S. Senate when operating at full capacity. Currently, however, once Ramirez departs the FTC, it will be down to two commissioners:  acting chairman Ohlhausen, a Republican who started her term in April 2012, and Terrell McSweeny, a democrat who started in April 2014.  The new composition will give President Trump the opportunity to select up to three more commissioners, however no more than three commissioners total can be of the same political party.

While many hold to the belief that a Federal Trade Commission operating under a Republican administration will be "big-business" friendly and therefore more likely to approve the deal, Wolfe Research analyst Scott Mushkin, last week shared with DSN that that might not be the case.


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Mr. Clean to make Super Bowl debut with new ad

BY David Salazar

CINCINNATI — Procter & Gamble’s Mr. Clean brand, which has been named the official cleaner of Super Bowl LI, will be making its Super Bowl debut with a new 30-second commercial during the third quarter of the game on Feb. 5.

The ad, “Cleaner of Your Dreams,” centers around the tagline, “there’s nothing sexier than a man who cleans,” and features the iconic Mr. Clean

“Mr. Clean – both the man and his products – has always stood for toughness and versatility,” P&G VP home care North America Martin Hettich said. “In his first-ever Super Bowl spot, Mr. Clean is showing off his strong and sexy side, and hopefully even inspiring men across America to pick up a mop and bucket themselves.”

Denver Broncos outside linebacker DeMarcus Ware will be joining Mr. Clean as his Most Clean Player and the brand is asking consumers to share a photo of the cleaner of their dreams on social media with the hashtag #MrClean.


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THE TAKEAWAY: True grit — Mark Panzer, SVP pharmacy, health and wellness, Albertson’s


After four decades in retailing, Panzer has been lucky enough to have a number of great mentors in business, but the Albertson’s healthcare chief tells DSN some of the most important lessons he ever learned came as a young cowhand on his grandmother’s Santa Fe ranch.

You began your career at American Stores some 40 years ago — what did those early years teach you, and how would you say they helped shape your attitude about life, business and leadership? I was lucky. I started when I was 15, and I’ve been in the industry for a long time, but the biggest thing I’ve learned is you’ve got to be flexible. You’ve got to be willing to try new things; you’ve got to be willing to be pushed out of your comfort zone, because that’s what happens to you in your career.

And you have to be a sponge. It could be your boss, but it could also be your admin; it could be somebody in a different department, but you have to be a sponge and you’ve got to learn everything you can from everybody you come into contact with.

And the other thing I’ve learned is that people will put their faith in you when you’re honest, you’re upfront, and you’re direct — it doesn’t matter whether it’s members of your team, peers that you work with or whether it’s internal or external. People want to be able to trust that when they talk to you, they’re getting a true picture of what you want, where you’re headed or what you want to do. They don’t want to have to guess or read between the lines.
Who was your most important mentor growing up, and what was the most important thing you learned from them? My mother and my stepdad ran a plumbing business that they operated out of our home. The front of our house was the shop, the garage is where all the equipment was kept and the back of the house is where the five of us lived — my mother and stepdad, my brother, my sister and I.

What I learned from them is that when you own your own business, all the time you put in, all the effort you put in is either going to make the business a success or a failure. When you have your name on the business, quality matters because what you produce or how you treat your customers is going to reflect back on your name. For Hank and Missy, it was all about quality; it was all about taking care of the customer, and it didn’t matter if that call came in at 2 a.m., you answered the phone, you got up out of bed, and if someone’s pipes were frozen, you went out on the job. Because that customer could be a customer again in six months: they could have a bathroom that needs remodeling or they could have a factory that needs new steam lines.

And then my grandmother was just a huge influence. I spent every summer from the time I was 3 [years old] to 16 years old in Santa Fe, N.M., on a horse ranch. You got up at 6 a.m. and cleaned corrals; you went to the restaurant and waited tables from 10:30 a.m. to about 2 p.m. Then you went back and cleaned corrals again at 6 p.m., and then you went and did the dinner shift, waiting tables and cleaning up.

I learned from her that it didn’t matter if it was mending fences or figuring out how to take care of horses or running a restaurant, you learn real quick that you can do anything. All you had to do was put a little thinking to it, figure out the problem, figure out a solution and then try it out by trial and error. Sometimes you’re not going to have the right solution the first time, but you’ve got to think it through; what else could I have done? How else can I do it differently? She used to tell me all the time when I was a kid, ‘There’s nothing you can’t do. Don’t let somebody tell you that you can’t do something. Don’t let people put reins on you or put roadblocks in front of you. Go around them, go over them, go through them, but don’t let people put constraints on what you think you can do.

Your grandmother sounds like a tough customer. She was way ahead of her time. She owned a small neighborhood newspaper in Chicago called The Independence, and she did a lot of work for the Democratic Party with [former Chicago mayor] Richard Daley and [aldermen] Charlie Weber and [Mathias] “Paddy” Bauler; she did a lot of their PR. She was self-taught in journalism, she worked for the [Chicago] Tribune for a while, and then one day while traveling from Chicago to San Francisco, she got off the train in Santa Fe and said, ‘This must be the place.’ About a week and a half later she got back on the train to Chicago, packed all her stuff and moved to New Mexico in 1951 and started raising quarter horses. She knew nothing about horses or ranching; she grew up in Des Moines, in the city. So she started a ranch about 17 miles outside of Santa Fe, N.M., — and that’s where I learned about horses and riding and everything else.

So she ran the ranch, and I guess the restaurants were separate businesses? Actually, the restaurant was right out in front of the ranch on the highway. It was called The Bobcat Bite; my mother and grandmother started it in 1953. My grandmother had been there two years, and she wanted my mom to go into business on her own, so there was an old gunsmith’s shop that used to be out in front of her ranch — it was a trading post/gunsmith — and they transformed it into the restaurant. My mom ran The Bobcat Bite for about three years, and then my great-uncle and aunt [took it over] for about 20 years. It was featured in Gourmet magazine, “Best burgers in America.”

What’s the best advice you ever got, and who gave it to you? Skip the easy path. The right path to take just might be the toughest one, but don’t ever take the easy way out. That came from a guy named Matt Miles. I worked with him at American Stores in the stores (I was his liquor clerk), and then I worked for him again in new store planning at American Stores. Then we worked together again at American Stores [when] I was the SVP for merchandising and marketing, and when I moved to Rite Aid about four years later, Matt came over and worked at Rite Aid. … So our paths crossed many times, and I still talk to Matt probably once a month. He still remembers me as that 18-year-old kid who was his liquor clerk.

When you’re not at work, what’s your favorite thing to do? I’ve got the attention span of a gnat, so I don’t have one favorite thing; I like to spread it around. I love to hang out with my kids and do stuff with my family. I love to go skiing. But I think my favorite thing is spending time with my kids and my wife.

Where do you find inspiration in life? I think you find inspiration by watching things that you do come to fruition, or watching people who you worked with become better and move on and, in some cases, become more successful than you are. It comes from watching your kids grow up; watching them go from, ‘Hey dad, you’re the dumbest person in the world,’ to ‘Hey dad, some of that stuff you told me wasn’t all bad after all.’

That’s where I get inspiration from; you go through stages of life, and you learn at every stage. You learn with your kids; you learn with your peers; you learn with the people you work with; you’ve got to just kind of soak it all up. That is where you find inspiration.

If you could be anywhere right now, doing anything, what would it be? That’s a tough one. Now that it’s winter, I guess if I could do anything right now I would be skiing. When it’s not winter, one of my favorite places is Coronado Island in San Diego. Just hanging out, walking the beach, walking down to the dog beach, watching the baby seals running along the shore and just looking at the ocean and being able to still be pretty close to home.

What have you learned about success and failure? How should a person react to it? What should you learn from it? With success, you’ve got to be humble, and you’ve got to be empathetic and kind. There’s always somebody out there who’s smarter than you; there’s somebody out there who worked harder than you. You just might have been luckier; you might have just been in the right place at the right time.

I think the one thing people don’t like to talk about is failure. You’re never right 100% of the time, and I’d say it’s more like 50/50. But when you look at failure, I think you’ve got to learn from it. You’ve got to recognize that you’re going to have failures, but you’ve got to pull out the learnings and be able to move on and not look backward because that’s not where you’re going. Look forward. Learn from the mistake, move on and start working on the next project.

What’s the most memorable place you’ve ever been? What’s special about it? I think it would still be my grandmother’s ranch in New Mexico. There was so much to do. I learned so much there, everything from riding horses, going up into the mountains, how to shoot; all the time I spent with my brother trotting around that property and my grandmother. To me those are still some of the most adventuresome times [of my life]; those were some of the best times I had growing up.

What is your favorite possession in life? My collector cars. I go out there [and] wash them, and polish them, even though I don’t drive them much. My favorite car is definitely my Acura NSX. It’s like a Honda with the performance of a Ferrari. And it’ll still costs just $39 for an oil change. It was a limited-production car. The new ones are back on the market but to me, the old NSX, when it first came out in the ’90s, is still one of the sexiest sports cars ever on the market. It wasn’t as exotic as a Ferrari but the lines on it are beautiful, and it was one of the great, affordable performance cars of all time.

If you could go back in time and talk to a 21-year-old Mark Panzer, what advice would you give yourself? Be patient, trust your instincts and keep that competitive edge — always.

Did you miss last month's Takeaway? DSN spoke with NACDS president and CEO Steve Anderson about life, leadership and where he finds inspiration for both. Click here to read the in-depth interview.


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