Shoppers Drug Mart Closes Offering

Certain institutional and other shareholders of Shoppers Drug Mart Corporation, completed a secondary offering of its common shares on May 22, 2003. The offering was for 30 million common shares at $23 per share for gross proceeds of $690 million. On June 6, the underwriters exercised their “green shoe” option in full, bringing the total offering size to 34.5 million common shares for gross proceeds of $793.5 million. The common shares were also sold on a private placement basis to certain qualified U.S. investors. CIBC World Markets Inc. and Merrill Lynch Canada Inc. co-led the syndicate of underwriters, which also included RBC Dominion Securities Inc., Scotia Capital Inc., Credit Suisse First Boston Canada Inc., Morgan Stanley Canada Limited and TD Securities Inc. The company did not receive any of the proceeds from the secondary offering.

Shoppers was represented in-house by Bryna Goldberg, executive vice-president and general counsel; Richard Alderson, vice-president, legal; and Barbara Ruddy, vice-president, legal; and by Osler, Hoskin & Harcourt LLP with a team that included Mark DesLauriers, Phil Lefko and Lori Stein, assisted by Firoz Ahmed (tax) and Lori Harvey in Toronto, and by Dominique Têtu and Jacques Beaumier, assisted by Édith Bertrand and Monika Kunysz (translation) in Montreal.

Gary Horowitz and Janet Silverman of Simpson Thacher & Bartlett LLP acted as U.S. counsel to the selling shareholders. The underwriters were represented by in-house counsel Kevin Gormely, CIBC World Markets; and Marcelo Cosma, chief legal counsel, Merrill Lynch Canada; and by Torys LLP with a team that included Jamie Scarlett, Kevin Morris, Adam Armstrong, Tom Zverina, Harry Gousopoulos and Corrado Cardarelli, and Ann Marie McGovern (tax) in Toronto, and Andy Beck and Geoff Gilbert in New York.