Rite Aid, the nation's third-largest drugstore chain, has billed the deal as a way to catapult it within reach of the rapidly growing drugstore leaders Walgreen Co. and CVS Corp. As drug retailers expand into other services, the acquisition also would make the company a more attractive partner for in-store health-care and wellness clinics and pharmacy-benefits managers, Rite Aid executives say.

Shareholders voted 404.1 million to 9.1 million in favor of acquiring the U.S. Eckerd and Brooks operations of Canada's the Jean Coutu Group Inc. for $1.45 billion in cash and 250 million shares valued at about $1.5 billion. Rite Aid is also assuming $850 million in debt in the deal.

"The stronger we get, the more choices we have in the future," Mary Sammons, Rite Aid's president and chief executive officer, said in an interview after a shareholder meeting at a Harrisburg hotel to announce the vote tally.

The deal marks Rite Aid's first major acquisition since a turnaround team arrived to bring the company back from the brink of bankruptcy seven years ago.

The Federal Trade Commission is reviewing the deal. Rite Aid has said it expects the transaction to close shortly after the company's fourth quarter, which ends March 3.

The deal would create a company of about 5,180 stores in 31 states and Washington, with revenue of nearly $27 billion, stores on both coasts, and major market shares in the Philadelphia, New York, Pittsburgh and Baltimore areas.

Rite Aid also will acquire six distribution centers. Jean Coutu will become the company's largest shareholder, with a 30.2 percent voting stake.

The merits of the deal had divided Wall Street analysts and proxy advisers. Some said Rite Aid had the savvy to win customers back to the deteriorating Eckerd stores. Others said Rite Aid was overpaying for the stores and had not shown the ability to make its own stores productive.

Since the proposed deal was announced Aug. 24, Rite Aid's stock price has risen 30 percent. The shares rose 6 cents, or 1 percent, to close yesterday at $6.14 on the New York Stock Exchange.

Shareholder Doug Hoskins, a retired insurance brokerage partner who attended the meeting, said he reluctantly voted for the deal after reading that a major proxy adviser supported it. Hoskins, who lives just a few miles from Rite Aid's headquarters in Camp Hill, said he remembered the company's deep plunge into debt under a prior management team, six of whom were convicted or pleaded guilty in connection with a federal accounting-fraud investigation.

"I thought they weren't healthy enough to make a big jump like this," Hoskins said.

Even with the acquisition, keeping up with CVS and Walgreen will not be easy.

Walgreen, with 5,584 stores and $47.4 billion in revenue in its last full fiscal year, opens a new store every 18 hours and has 500 new stores planned for this fiscal year. CVS, with 6,200 stores and $37 billion in revenue in its last full fiscal year, bought about 700 Sav-On and Osco drugstores in June.

Rite Aid has said it will spend $950 million over five years to rebrand the Brooks and Eckerd stores, convert them to Rite Aid's systems, and rebuild customer loyalty.