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.
WalgreensMichael Polzin,
847-315-2920http://news.walgreens.com@WalgreensNewsfacebook.com/Walgreens
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