NEW YORK » Drugstore chain Walgreen Co. has withdrawn its $2.8 billion bid to acquire Longs Drug Stores, apparently helping to ease the path for Longs' $2.7 billion acquisition by CVS Caremark Corp. of Woonsocket, R.I.

Longs had already accepted a lower bid from CVS of $71.50 a share, a deal already approved by antitrust regulators. Longs has 41 locations in Hawaii, including two under construction.

Walgreen Chief Executive Jeffrey Rein sent a letter to Longs' board of directors informing them of Walgreen's decision to withdraw its bid.

He cited what he called Longs' board's refusal to “;engage in a constructive dialogue”; as well as the broad financial meltdown as reasons for the withdrawal.

Some had questioned whether Deerfield, Ill.-based Walgreen would face antitrust issues because of overlap between its West Coast stores and Longs stores.

Longs said on Sept. 26 that the Federal Trade Commission was investigating whether a Walgreen acquisition would reduce competition among retail pharmacies in parts of California, Nevada and Hawaii, where Longs has most of its stores.

Some Longs shareholders have criticized the CVS deal, saying it may undervalue Longs' real estate. Pershing Square Capital Research, has said it is against the CVS deal.

Longs, based in Walnut Creek, Calif., has more than 500 stores.

Messages left with representatives of Longs and CVS were not immediately returned.