Transaction|April 6, 2004

Shoppers Drug Mart completes C$800 million bought deal secondary offering

Torys acted as counsel to the underwriters with a team that included Jamie Scarlett, Adam Armstrong and Eric So in Toronto, and Andy Beck and Darren Baccus in New York.

On April 6, 2004, certain institutional and other shareholders of Shoppers Drug Mart Corporation, Canada's largest drug store group, completed a bought deal secondary offering of Shoppers Drug Mart Corporation common shares. The offering was for 25 million common shares at C$32 per share for gross proceeds of C$800 million. The common shares were also sold on a private placement basis to certain qualified U.S. investors.

CIBC World Markets, Merrill Lynch Canada, RBC Dominion Securities and Scotia Capital co-led the syndicate of underwriters, which also included BMO Nesbitt Burns, TD Securities, National Bank Financial, Credit Suisse First Boston Canada and Morgan Stanley Canada.

Shoppers Drug Mart did not receive any of the proceeds from the secondary offering. This secondary offering follows the company's initial public offering, which was completed in November 2001, and three subsequent secondary offerings.

Combined with this secondary offering, the aggregate amount of gross proceeds from the sale of shares of Shoppers Drug Mart in the past three years is approximately C$3.8 billion.