Shoppers Drug Mart Files $1 Billion Base Shelf Prospectus and Completes $450M MTN Offering

On May 22, 2008, Shoppers Drug Mart Corporation filed a base shelf prospectus with the Canadian securities regulators providing for the issuance of up to an aggregate principal amount of $1 billion of medium-term notes through a syndicate of dealers comprised of RBC Dominion Securities Inc., Scotia Capital Inc., CIBC World Markets Inc., TD Securities Inc., BMO Nesbitt Burns Inc., Merrill Lynch Canada Inc. and National Bank Financial Inc.

On June 2, 2008, Shoppers Drug Mart Corporation issued $450 million aggregate principal amount of 4.99 per cent unsecured medium-term notes, Series 2, due June 3, 2013 for aggregate proceeds of $448,285,500. The terms of the notes included a change of control trigger, requiring Shoppers Drug Mart Corporation to offer to repurchase the notes at 101 per cent of their principal amount plus accrued interest in the event of a change of control, coupled with a ratings downgrade below investment grade. The offering was made pursuant to a pricing supplement to Shoppers Drug Mart Corporation's aforementioned short-form base shelf prospectus.

Shoppers Drug Mart Corporation was represented in-house by senior vice president, legal affairs, Richard Alderson, and Barbara Ruddy; and by Osler, Hoskin & Harcourt LLP, with a team that included Michael Innes, Adam Grabowski and Jennifer Lee (corporate), and Alex Pankratz and Tania Ng (tax).

The dealers were represented by Stikeman Elliott LLP, with a team that included D'Arcy Nordick and Stephen Johnson (corporate) and Kevin Kelly (tax).