Walgreen Co. (NYSE: WAG) (Nasdaq: WAG) announced today that it intends
to apply to list the shares of Walgreens Boots Alliance, Inc. common
stock on The Nasdaq Stock Market LLC under the ticker symbol “WBA”
following the closing of the previously announced reorganization of
Walgreens into a holding company structure pursuant to a merger of a
wholly owned subsidiary of Walgreens with and into Walgreens (the “Reorg
Merger”), in which issued and outstanding shares of Walgreens common
stock, par value $0.078125 per share, will be converted automatically
into the right to receive shares of Walgreens Boots Alliance common
stock, par value $0.01 per share, on a one-for-one basis, and the
acquisition of the remaining 55 percent of Alliance Boots GmbH that it
does not currently own. Listing will be subject to the closing of the
Reorg Merger and to Walgreens Boots Alliance fulfilling all of the
listing requirements of the Nasdaq Stock Market.
Walgreens also announced today that it has notified the New York Stock
Exchange (NYSE) and the Chicago Stock Exchange (CHX) of its intention to
voluntarily withdraw its common stock from listing on both the NYSE and
the CHX and from registration under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) in respect of such
exchanges upon the closing of the Reorg Merger. Walgreens proposed
delisting is contingent upon the closing of the Reorg Merger, which is
subject to, among other conditions, the receipt of shareholder approval.
To effect the delisting, Walgreens expects to file a Form 25 in respect
of such exchanges with the Securities and Exchange Commission. Walgreens
reserves the right to delay the filing of the Form 25 or to withdraw
such filing for any reason prior to its effectiveness, including,
without limitation, in the event that the Reorg Merger is delayed or is
not completed for any reason.
Walgreens decision to withdraw its common stock from listing on the NYSE
and the CHX and from registration under the Exchange Act in respect of
such exchanges and to list shares of Walgreens Boots Alliance common
stock solely on The Nasdaq Stock Market LLC was based on its
determination that, following the completion of the Reorg Merger, shares
of Walgreens Boots Alliance common stock should trade on a single
national securities exchange in order to, among other things, reduce the
administrative costs and burdens associated with maintaining the listing
on multiple national securities exchanges.
About Walgreens
As the nation's largest drugstore chain with fiscal 2014 sales of $76
billion, Walgreens (www.walgreens.com)
vision is to be America’s most loved pharmacy-led health, wellbeing and
beauty enterprise. 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 8,229 drugstores with a presence 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. Walgreens also manages more than 400
Healthcare Clinic and provider practice locations around the country.
Important Information for Investors and Shareholders
In connection with the proposed transactions between Walgreen Co.
(“Walgreens”) and Alliance Boots GmbH, Walgreens Boots Alliance, Inc.
(“WBA”) has filed with the SEC a registration statement on Form S-4 and
two amendments thereto, as well as a definitive prospectus of WBA and a
definitive proxy statement of Walgreens in connection with the proposed
transactions. The registration statement, as amended was declared
effective by the SEC on November 24, 2014, and the definitive proxy
statement/prospectus was mailed to Walgreens’ shareholders on or about
November 24, 2014. 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 BECAUSE THEY 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 and other documents filed with the SEC by
Walgreens or WBA through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed with the SEC by Walgreens or WBA 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 GmbH, WBA 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, 2014, as amended. 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 is set
forth in the definitive proxy statement/prospectus. 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