Rite Aid Enters into Agreement to Divest Majority of Health Dialog Assets

Carenet Health to Acquire Health Dialog’s Nurse Advice Line, Chronic Care Management Solution and Shared Decision-Making Solution

Rite Aid Corporation (OTC: RADCQ) (“Rite Aid” or the “Company”) today announced that it has entered into an asset purchase agreement (“APA”) for the partial sale of its Health Dialog business to Carenet Health (“Carenet”), a provider of healthcare engagement, clinical support, telehealth and advocacy solutions.

Health Dialog provides personalized population health solutions to improve the health of members while reducing overall medical costs for companies and organizations. Under the terms of the APA, Carenet will acquire Health Dialog’s Nurse Advice Line, Chronic Care Management solution and Shared Decision-Making solution, along with client contracts associated with those services.

“This transaction, combined with our recent divestiture of Elixir Solutions, underscores our commitment to aligning Rite Aid’s portfolio around the key healthcare products, services and solutions that are core to our future,” said Jeffrey S. Stein, CEO and Chief Restructuring Officer. “As we move through the restructuring process, we are making important progress executing on our growth and profitability initiatives and implementing our go-forward business plan, focused on creating a portfolio of high-performing stores, a leaner supply chain and a more efficient operating model.”

Health Dialog’s Medication Adherence Management and Medication Therapy Management solutions are not included in the proposed transaction. Rite Aid is integrating these into the Company’s clinical offerings.

Mr. Stein added, “Health Dialog’s clients and members will be in terrific hands with Carenet, which is a pioneer and industry leader in personalized healthcare engagement solutions. We are committed to ensuring a smooth transition for all Health Dialog stakeholders and are confident this is the best path forward for them and for Rite Aid.”

The transaction, which is subject to Bankruptcy Court approval and customary closing conditions, is expected to close early in the second quarter of the calendar year 2024.

Additional Information

Additional information related to the APA and Rite Aid’s restructuring proceedings are available at https://restructuring.ra.kroll.com/RiteAid.

Kirkland & Ellis LLP is serving as legal advisor, Guggenheim Securities is serving as investment banker, and Alvarez & Marsal is serving as transformation officer and financial advisor.

About Rite Aid Corporation

Rite Aid is a full-service pharmacy committed to improving health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of solutions that offer convenience, including retail and delivery pharmacy, as well as services offered through our wholly owned subsidiaries Health Dialog and Bartell Drugs. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid employs nearly 6,000 pharmacists and operates more than 1,700 retail pharmacy locations across 16 states. For more information, visit www.riteaid.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes statements that may constitute “forward-looking statements,” including expectations regarding the Company’s business plan and initiatives, the Company’s ability to continue to operate its business as currently contemplated, the effect of the Company’s Chapter 11 reorganization, and other statements regarding the Company’s plans and strategy. When used in this document, the words “will,” “continue,” and similar expressions are generally intended to identify forward-looking statements. These statements are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended. A number of important factors could cause actual results of the Company and its subsidiaries to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, risks and uncertainties outlined in the risk factors detailed in Item 1A. “Risk Factors,” of the Company’s Annual Report on Form 10-K for the fiscal year ended March 4, 2023 (as filed with the Securities and Exchange Commission (“SEC”) on May 1, 2023) and other risk factors identified from time to time in the Company’s filings with the SEC. Readers should carefully review these risk factors, and should not place undue reliance on the Company’s forward-looking statements. The Company undertakes no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

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