At a special meeting of shareholders held today, Walgreens (NYSE: WAG)
(Nasdaq: WAG) shareholders voted to approve all proposals related to the
company’s acquisition of the remaining 55 percent of Alliance Boots GmbH
that it does not currently own and the reorganization of the company
into a holding company structure. Approximately 97 percent of the votes
cast were in favor of the reorganization proposal (representing
approximately 73 percent of the company’s outstanding common stock as of
Nov. 17, 2014, the record date for the special meeting), and
approximately 97 percent of the votes cast were in favor of the share
issuance proposal. The transaction will fully combine the two companies
to form the first global pharmacy-led, health and wellbeing enterprise.
The companies launched a long-term strategic partnership in June 2012,
when Walgreens acquired a 45 percent equity ownership in Alliance Boots,
with the option to proceed to a full combination by acquiring the
remaining 55 percent of Alliance Boots (Step 2). Walgreens exercised the
option to acquire the remaining 55 percent of Alliance Boots in August
2014. The companies have received all regulatory approvals required to
complete the transaction. With today’s shareholder approvals, Walgreens
currently expects to complete the acquisition of Alliance Boots and the
reorganization merger on Dec. 31, subject to the satisfaction of
customary closing conditions.
The reorganization will result in Walgreens becoming a wholly owned
subsidiary of Walgreens Boots Alliance, Inc., and shares of Walgreens
common stock will be converted into shares of Walgreens Boots Alliance
common stock on a one-for-one basis.
Walgreens Boots Alliance will be domiciled in the United States and
headquartered in Deerfield, Ill. Shares of Walgreen Boots Alliance
common stock will be listed on The Nasdaq Stock Market and will trade
under the ticker symbol, WBA.
About Walgreens
As the nation's largest drugstore chain with fiscal 2014 sales of $76
billion, Walgreens 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 8,230 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.
Cautionary Note Regarding Forward-Looking Statements
Statements in this release that are not historical are
forward-looking statements for purposes of applicable securities laws.
Words such as “expect,” “likely,” “outlook,” “forecast,” “would,”
“could,” “should,” “can,” “will,” “project,” “intend,” “plan,” “goal,”
“target,” “continue,” “sustain,” “synergy,” “on track,” “headwind,”
“tailwind,” “believe,” “seek,” “estimate,” “anticipate,” “may,”
“possible,” “assume,” variations of such words and similar expressions
are intended to identify such forward-looking statements, which are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are not
guarantees of future performance and are subject to risks,
uncertainties, and assumptions that could cause actual results to vary
materially from those indicated, including, but not limited to: those
relating to the Purchase and Option Agreement, dated June 18, 2012, as
amended on August 5, 2014, by and among Walgreens, Alliance Boots GmbH
and AB Acquisitions Holdings Limited, and other agreements relating to
our strategic partnership with Alliance Boots GmbH, the arrangements and
transactions contemplated thereby and their possible effects, the
proposed holding company reorganization, the risks that one or more
closing conditions to the transactions may not be satisfied or waived,
on a timely basis or otherwise, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of the
transactions; the risk of a material adverse change that the Company or
Alliance Boots GmbH or either of their respective businesses may suffer
as a result of disruption or uncertainty relating to the transactions;
risks associated with changes in economic and business conditions
generally or in the markets in which we or Alliance Boots GmbH
participate; risks associated with new business areas and activities;
risks associated with acquisitions, joint ventures, strategic
investments and divestitures, including those associated with
cross-border transactions; risks associated with governance and control
matters; risks associated with the Company’s ability to timely arrange
for and consummate financing for the contemplated transactions on
acceptable terms; risks relating to the Company and Alliance Boots
GmbH’s ability to successfully integrate our operations, systems and
employees, realize anticipated synergies and achieve anticipated
financial results, tax and operating results in the amounts and at the
times anticipated; the potential impact of announcement of the
transactions or consummation of the transactions on relationships and
terms, including with employees, vendors, payers, customers and
competitors; the amounts and timing of costs and charges associated with
our optimization initiatives; our ability to realize expected savings
and benefits in the amounts and at the times anticipated; changes in
management’s assumptions; our commercial agreement with
AmerisourceBergen, the arrangements and transactions contemplated by our
framework agreement with AmerisourceBergen and Alliance Boots GmbH and
their possible effects; risks associated with equity investments in
AmerisourceBergen including market fluctuations and whether the warrants
to invest in AmerisourceBergen will be exercised and the ramifications
thereof; the occurrence of any event, change or other circumstance that
could give rise to the termination, cross-termination or modification of
any of the transaction documents; the risks associated with transitions
in supply arrangements; risks that legal proceedings may be initiated
related to the transactions; the amount of costs, fees, expenses and
charges incurred by Walgreens and Alliance Boots GmbH related to the
transactions; the ability to retain key personnel; changes in financial
markets, interest rates and foreign currency exchange rates; the risks
associated with international business operations; the risk of
unexpected costs, liabilities or delays; changes in network
participation and reimbursement and other terms; risks of inflation in
the costs of goods, including generic drugs; risks associated with the
operation and growth of our customer loyalty program; risks associated
with outcomes of legal and regulatory matters, and changes in
legislation, regulations or interpretations thereof; and other factors
described in Item 1A (Risk Factors) of our most recent Form 10-K, as
amended, which is incorporated herein by reference, and in other
documents that we file or furnish with the SEC. Should one or more of
these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from
those indicated or anticipated by such forward-looking statements.
Accordingly, you are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date they are
made. Except to the extent required by law, Walgreens does not
undertake, and expressly disclaims, any duty or obligation to update
publicly any forward-looking statement after the date of this release,
whether as a result of new information, future events, changes in
assumptions or otherwise.
Copyright Business Wire 2014