TALKING POINTS:

1. The merged company destroys value. Albertsons value is unknown, hence shareholders can’t value the deal.
2. Albertsons debt vs RiteAid's message of paying off debt with WBA proceeds. Albertson’s is overleveraged, burning through cash to meet their debt obligations and has a rather large underfunded pension obligation leaving little equity for shareholders.
3. Drastically undervalued RiteAid in merger agreement with Albertsons. Questionable motives of RAD board throwing RAD away right as financials begin to turn around.
4. Albertson’s has tried and failed to IPO; Rite Aid is a bail out. It is likely Cerberus has been naked shorting Rite Aid for months to make its pathetic terms remotely conceivable. At minimum, Rite Aid should come away with the 70% equity position, not the 30%.
5. Par value of RAD security is not less than $1 USD / share, RAD intends a reverse 10 to 1 split for Albertsons stock that has not issued as it has yet to IPO. In the past, Alberstsons IPO has failed to launch for lack of market interest, given Co's high debt level at an exceedingly high IPO release price. The present RAD & Albertson Guidance suggests an share price of $25/sh. Market Analysts suggest sub $15 more likely, with stock price crashing to around $10 week after merger.
6. RAD board one month ago preached a leaner meaner Rite Aid. However, during the exact time they were negotiating with Albertsons. They state in the prospectus that a bigger entity is better due to channel landscape, contradictions galore.
7. Executives at the two companies are too close, Albertsons Chief Executive Bob Miller previously served on Rite Aid’s board.[need more details] Conflict of interest of chairman more. New job at Albertsons, and RSUs vest.
8. Present RAD CEO and President, John Standley has been named the CEO and President of new Albertsons+RAD = NewCo once M&A complete, with $20 Million salary + Stock Options + Bonuses, equal to a serious case of self-dealing, as its guaranteed new job with exorbitant pay. While the common individual investor will have lost 75% or more of their RAD investment over 2017!
9. CONFLICT OF INTEREST: As described on Page 52 of the draft S-4, Directors and executive officers of Rite Aid have interests in the merger that are different from, and in addition to, those of Rite Aid stockholders generally. This is listed as a Risk Relating to the Merger. It is further noted that the board considered this risk in the recommendation of the merger. Beginning on page 291, more details related to the significant management interests related to the merger are detailed. In total, tens of millions of dollars in compensation stand to be gained by RAD executives if the merger is consummated. No factors of compensation are affected by negative share performance caused by the merger. Since the announcement of the merger, shareholder value continues to deteriorate daily at the expense of shareholders. No structure or concept was imposed by the board that suggests in any way an effort to alleviate this conflict. The communication limitations imposed on Standley as described on page 110 can only be assumed to be for appearances only.
10. FTC effectively blocking WBA/RAD merger due to political favors as opposed to anti-competition
11. RAD BoD at the direction of John Standley had enacted a Poison Pill, which discouraged other Suitors from acquiring RAD and investors from buying RAD shares, all the while negotiating with Cerberus, who was likely shorting and acquiring RAD shares at the expense of long time RAD stockholders!
12. Possible Citigroup collusion? Assigning a value of Rite Aid that is worth 30% of Albertsons without anyone assigning an actual value to Albertsons; IN CONJUNCTION WITH implying a valuation of Rite Aid to ITS shareholders @ $2.50/share via Albertsons pro-forma merger agreement; and FURTHER MUDDYING THE WATERS by asserting a valuation of no more than $1.68/share with an SEC S4 Filing.(from 2017 Theory Games Awards)
13. More info regarding opinion provided by Citigroup Global Markets, Inc.: As noted on page 131 of the S-4, since 2015, Citi has received a total $175 million from RAD, Albertsons, and Cerberus for investment banking services. As further noted, Citi is entitled to an additional fee payable upon closing of this merger of $22 million. Citi is highly conflicted in providing a "fairness" opinion, as the word would be used conversationally. In fact, even in the S-4, it is a highly watered down opinion, and specifically disclaims any recommendation as to the merger itself, only as to the fairness of the stock exchange values between the two companies being merged. In other words, it is merely an expensive "box-checking" effort paid for by RAD shareholders.
14. In response to RiteAid/Albertsons efforts to secure funding for the .18 share cash requirement, Moody's assigns B1 CFR to Albertsons Companies, Inc.; outlook negative
15. Cerberus is losing the grocery battle and wants to dump their poor investment onto unsuspecting RAD shareholders. https://wolfstreet.com/2018/01/18/albertsons-and-lidl-lose-us-supermarket-war/