Walgreens (NYSE: WAG) (Nasdaq: WAG) today announced that Walgreens Boots
Alliance, Inc., the anticipated new holding company for the combined
Walgreens and Alliance Boots enterprise, filed a Registration Statement
on Form S-4 with the Securities and Exchange Commission (SEC) containing
a preliminary proxy statement/prospectus related to Walgreens
acquisition of the remaining 55 percent of Alliance Boots GmbH that the
company doesn’t currently own and the reorganization of Walgreens into a
holding company structure (the “Registration Statement”).
The Registration Statement may be found on the SEC’s website, which is
located at www.sec.gov,
under the name “Walgreens Boots Alliance, Inc.” The information
contained in the Registration Statement is subject, in its entirety, to
completion or amendment as described within the document. A brief set of
FAQs regarding today’s filing may also be found on the company’s
investor relations website at http://investor.walgreens.com.
About Walgreens
As the nation's largest drugstore chain with fiscal 2013 sales of $72
billion, Walgreens (www.walgreens.com)
vision is to be the first choice in health and daily living for everyone
in America, and beyond. Each day, in communities across America, more
than 8 million customers interact with Walgreens using the most
convenient, multichannel access to consumer goods and services and
trusted, cost-effective pharmacy, health and wellness services and
advice. Walgreens scope of pharmacy services includes retail, specialty,
infusion, medical facility and mail service, along with online and
mobile services. These services improve health outcomes and lower costs
for payers including employers, managed care organizations, health
systems, pharmacy benefit managers and the public sector. The company
operates 8,206 drugstores in all 50 states, the District of Columbia,
Puerto Rico and the U.S. Virgin Islands. Walgreens digital business
includes Walgreens.com, drugstore.com, Beauty.com, SkinStore.com and
VisionDirect.com. Take Care Health Systems is a Walgreens subsidiary
that manages more than 400 in-store convenient care clinics throughout
the country.
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended. In connection with the proposed transactions
between Walgreens and Alliance Boots, Walgreens Boots Alliance has filed
with SEC a registration statement on Form S-4 that includes a
preliminary proxy statement of Walgreens that also constitutes a
preliminary prospectus of Walgreens Boots Alliance. The registration
statement has not yet become effective. This material is not a
substitute for the final prospectus/proxy statement or any other
documents the parties will file with the SEC. After the registration
statement has been declared effective by the SEC, the definitive proxy
statement/prospectus will be delivered to shareholders of Walgreens. INVESTORS
AND SECURITY HOLDERS OF WALGREENS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO)
AND OTHER DOCUMENTS RELATING TO THE TRANSACTIONS THAT HAVE BEEN OR WILL
BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTIONS. Investors and security holders will
be able to obtain free copies of the registration statement and the
definitive proxy statement/prospectus (when available) and other
documents filed with the SEC by Walgreens or Walgreens Boots Alliance
through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed with the SEC by Walgreens or Walgreens
Boots Alliance will be available free of charge on Walgreens’ internet
website at www.walgreens.com under
the heading “Investor Relations” and then under the heading “SEC
Filings” or by contacting Walgreens’ Investor Relations Department at
(847) 315-2361.
Participants in the Solicitation
Walgreens, Alliance Boots, Walgreens Boots Alliance and their respective
directors, executive officers and certain other members of management
and employees may be deemed to be participants in the solicitation of
proxies from the holders of Walgreens common stock in respect of the
proposed transactions. You can find information about Walgreens’
directors and executive officers in Walgreens’ Annual Report on Form
10-K for the year ended August 31, 2013 and definitive proxy statement
filed with the SEC on November 25, 2013. Additional information
regarding the persons who are, under the rules of the SEC, participants
in the solicitation of proxies in favor of the proposed transactions
will be set forth in the proxy statement/prospectus when it becomes
available. You can obtain free copies of these documents, which are
filed with the SEC, from Walgreens using the contact information above.
Copyright Business Wire 2014