The Jean Coutu Group Announces a Cash Distribution of Up to $502 Million

The Jean Coutu Group Announces a Cash Distribution of Up to $502 Million 
- Repurchase of Up to 22 Million Class A Shares 
- Special Dividend of $0.50 Per Share 
- Distribution Funded from Cash on Hand 
LONGUEUIL, QUEBEC -- (Marketwired) -- 10/08/13 -- The Jean Coutu
Group (PJC) Inc. ("Jean Coutu Group" or the "Corporation")
(TSX:PJC.A) announces its intention to distribute up to $502 million
to its shareholders by way of an offer to purchase for cancellation
up to 22,000,000 Class "A" Subordinate Voting Shares without par
value of the Corporation (the "Shares") at a price of $18.50 per
Share (the "Offer") and a special one-time cash dividend of $0.50 per
Share and Class "B" share (multiple voting) without par value of Jean
Coutu Group (the "Special Dividend"). 
"Following the sale of our equity stake in Rite Aid Corporation and
given our significant cash flow from operations, we believe that the
Offer and the Special Dividend will provide an efficient means to
distribute a significant amount of cash on hand to shareholders."
said Francois J. Coutu, President and Chief Executive Officer of Jean
Coutu Group. 
Jean Coutu Group believes that the purchase of Shares under the Offer
represents an attractive investment and an efficient means of
distributing an aggregate of up to $407 million in cash to
shareholders who elect to deposit Shares under the Offer, while at
the same time proportionally increasing the equity interest of
shareholders who do not deposit their Shares to the Offer. After
giving effect to the Offer and the Special Dividend, Jean Coutu Group
expects to have sufficient financial resources and working capital to
conduct its ongoing business and operations. The Offer is not
expected to preclude Jean Coutu Group from pursuing its business
opportunities. 
"We continually invest in our network to provide an enjoyable
shopping experience for customers and invest in growth opportunities
to supplement our network and support our franchisees. Jean Coutu
Group does not have any outstanding debt and we believe that this
distribution of capital demonstrates our commitment to our
shareholders without constraining our growth plan for the
Corporation." also said Mr. Coutu. 
The Corporation anticipates that the formal offer to purchase, issuer
bid circular 
and other related documents (collectively, the "Offer
Documents") will be mailed to shareholders on or about October 10,
2013 and that the Offer will expire at 5:00 pm (Montreal Time) on
Thursday, November 14, 2013, unless withdrawn or extended by the
Corporation. The Offer is not conditional on any minimum number of
Shares being properly deposited under the Offer, but will be subject
to other conditions customary for a transaction of this nature. 
The Board of Directors of Jean Coutu Group (the "Board") has declared
the Special Dividend to be paid on December 2, 2013 to all
shareholders of the Corporation on record on November 25, 2013 (after
the expiration date of the Offer). Therefore, the aggregate amount of
the Special Dividend will depend on the number of Shares deposited to
the Offer. If the Offer is fully subscribed, the Special Dividend
would be in an aggregate amount equal to approximately $95 million,
assuming no other shares are issued before the record date for the
Special Dividend. The Company intends to designate 100% of the
Special Dividend as "eligible dividends" for purposes of the Income
Tax Act (Canada). 
The Fondation Marcelle et Jean Coutu (the "Fondation") has advised
the Corporation that it intends to deposit 21,000,000 Shares for
repurchase under the Offer. The "Fondation" is a trust controlled by
Mr. Jean Coutu and his family which pursues purely philanthropic
goals. The "Fondation" intends to deposit these shares to provide it
with funds to pursue its philanthropic objectives. If the number of
Shares deposited for purchase exceeds 22,000,000, the Corporation
will purchase Shares on a pro rata basis according to the number of
Shares deposited (or deemed to be deposited) to the Offer by the
depositing shareholders. Accordingly, the number of Shares to be
purchased by the Corporation from the "Fondation" will depend on the
number of Shares deposited to the Offer by other shareholders. 
Further information, including the terms and conditions of the Offer
and the instructions for depositing Shares, along with the factors
considered by the Corporation and the Board in making its decision to
authorize making the Offer, will be contained in the Offer Documents
that will be mailed to shareholders and will be available on SEDAR at
www.sedar.com when the Offer is formally commenced, which is expected
to be on or about October 10, 2013. 
The Board has authorized the making of the Offer. Neither the
Corporation nor its Board makes any recommendation to shareholders as
to whether to deposit or refrain from depositing any or all of their
Shares. Shareholders are urged to evaluate carefully all information
in the Offer, consult their own financial, investment, tax and legal
advisors and to make their own decisions as to whether to deposit
Shares under the Offer and, if so, how many Shares to deposit. 
Jean Coutu Group has retained National Bank Financial Inc. to act as
dealer manager for the Offer and to provide a liquidity opinion in
connection with the Offer. Any questions or requests for information
may be directed to Computershare Investor Services Inc., as the
depositary for the Offer, at 1-800-564-6253 (Toll Free - North
America) or 1-514-982-7555 (Overseas) or to National Bank Financial
Inc. at 1 (800) 361-8838 (Toll Free). 
Press Release for Informational Purposes Only. 
This press release is for informational purposes only, and does not
constitute an offer to buy or the solicitation of an offer to sell
any Shares. The solicitation and the offer to buy Shares will be made
only pursuant to the formal offer to purchase and issuer bid circular
and other related documents that the Corporation will file with the
Canadian provincial securities authorities and will distribute to its
shareholders; copies of which will be available without charge from
the Corporation or at www.sedar.com. These documents will contain
important information about the substantial issuer bid and
shareholders are urged to read them carefully when they become
available. 
About The Jean Coutu Group. The Jean Coutu Group is one of the most
trusted names in Canadian pharmacy retailing. The Corporation
operates a network of 411 franchised stores located in the provinces
of Quebec, New Brunswick and Ontario under the banners of PJC Jean
Coutu, PJC Clinique, PJC Sante and PJC Sante Beaute, that employs
more than 19,000 people. Furthermore, the Jean Coutu Group owns Pro
Doc Ltd, a Quebec-based subsidiary and manufacturer of generic drugs. 
This press release contains forward-looking statements that involve
risks and uncertainties, and which are based on the Corporation's
current expectations, estimates, projections and assumptions made by
the Jean Coutu Group in light of its experience and its perception of
historical trends. All statements that address expectations or
projections about the future, including statements about the Offer,
the 
Corporation's strategy for growth, costs, operating or financial
results, are forward-looking statements. All statements other than
statements of historical facts, including statements regarding our
intention to undertake the Offer and the terms thereof, including the
number of Shares we may purchase in the Offer, the expiration date of
the Offer; our belief tha
t the purchase of Shares under the Offer
represents an attractive investment and an efficient means of
distributing an aggregate of up to $407 million in cash to
Shareholders who elect to deposit Shares under the Offer, while at
the same time proportionally increasing the equity interest of
Shareholders who do not deposit their Shares to the Offer; the
Corporation continuing to have sufficient financial resources and
working capital to conduct its ongoing business and operations after
giving effect to the purchase of Shares under the Offer and the Offer
not being not expected to preclude Jean Coutu Group from pursuing its
foreseeable business opportunities or to constrain the Corporation's
growth plan; and future amounts available for dividends or
distributions; may constitute forward-looking statements within the
meaning of the Canadian securities legislation and regulations. Some
of the forward-looking statements may be identified by the use of
forward-looking terminology such as "may", "will", "expect",
"intend", "estimate", "project", "could", "anticipate", "plan",
"foresee", "believe" or "continue", the negatives of these terms, the
variations of them or the use of other similar terms. Although the
Corporation believes that the expectations reflected in these
forward-looking statements are reasonable, it can give no assurance
that these expectations will prove to have been correct. 
These statements are not guarantees of future performance and involve
a number of risks, uncertainties and assumptions. While the list
below of cautionary statements is not exhaustive, some important
factors that could affect our future operating results, financial
position and cash flows and could cause our actual results to differ
materially from those expressed in these forward-looking statements,
namely the success of the Corporation's business model, changes in
laws and regulations, or in their interpretations, changes to tax
regulations and accounting pronouncements, the accuracy of
management's assumptions, including those relating to the Offer
(including, without limitation, our being able to complete the Offer
on the timelines anticipated; the completion of the Offer having the
effect currently anticipated, our expectation that we will fund any
purchases of Shares pursuant to the Offer from available cash on
hand; our continuing to have sufficient financial resources and
working capital and the Offer not precluding us from pursuing our
foreseeable business opportunities for the future growth of our
business; the market for the Shares not being materially less liquid
after completion of the Offer than the market that exists at the time
we are making the Offer; satisfaction or waiver of the conditions to
the Offer, the extent to which shareholders determine to deposit
their Shares to the Offer, and the anticipated benefits of the
Offer), and other factors that are beyond our control. 
These and other factors could cause our actual performance and
financial results in future periods to differ materially from any
estimates or projections of future performance or results expressed
or implied by such forward-looking statements. Investors and others
are cautioned that undue reliance should not be placed on any
forward-looking statements. For more information on the risks,
uncertainties and assumptions that would cause the Corporation's
actual results to differ from current expectations, please also refer
to the Corporation's public filings available at www.sedar.com and
www.jeancoutu.com. In particular, further details and descriptions of
these and other factors are disclosed in the Corporation's Annual
Information Form under "Risk Factors" as well as in the "Critical
Accounting Estimates", the "Risks and uncertainties" and the
"Strategies and outlook" sections of the MD&A for the fiscal year
ended March 2, 2013. We expressly disclaim any obligation or
intention to update or revise any forward-looking statements, whether
as a result of new information, future events or any other reason,
unless required by the applicable securities laws.
Contacts:
Source:
The Jean Coutu Group (PJC) Inc.
Andre Belzile
Senior Vice-President, Finance and Corporate Affairs
(450) 646-9611, Ext. 1790 
Information:
Helene Bisson
Vice-President, Communications
(450) 646-9611, Ext. 1165
 
 
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