Walgreens Boots Alliance Files Form S-4 Registration Statement & Preliminary Proxy Statement/Prospectus Related to Walgreens ...
16 Septiembre 2014 - 7:10AM
Business Wire
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.
WalgreensMichael Polzin,
847-315-2920http://news.walgreens.com@WalgreensNewsfacebook.com/Walgreens
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