Walgreens Boots Alliance (WBA) has announced a definitive agreement to be acquired by an entity affiliated with Sycamore Partners, a private equity firm. The transaction is valued at up to $23.7 billion.
Under the terms of the agreement, WBA shareholders will receive $11.45 per share in cash and a non-transferable right to potentially receive an additional $3.00 per share from future monetization of WBA’s interests in VillageMD businesses, which include Village Medical, Summit Health, and CityMD.
Tim Wentworth, CEO of Walgreens Boots Alliance, stated that the company is focused on making healthcare delivery more effective and affordable as it navigates challenges in the pharmacy industry. "Sycamore will provide us with the expertise and experience of a partner with a strong track record of successful retail turnarounds," he said.
Stefan Kaluzny, Managing Director of Sycamore Partners, expressed confidence in WBA's model and its role in improving outcomes for patients and communities.
The WBA Board of Directors has unanimously approved the proposed transaction, which is expected to close in late 2025 following customary conditions including shareholder approval. Upon completion, WBA will become a private company and its stock will no longer be listed on Nasdaq.
The agreement includes a "go-shop" period allowing WBA to solicit alternative proposals within 35 days. There is no assurance this process will result in superior offers.
Stefano Pessina, Executive Chairman of WBA who owns approximately 17% of the company's shares through his holding company, has agreed to vote in favor of the transaction and reinvest his cash consideration into the acquiring entity.
Following closure, a committee comprising representatives from WBA's board pre-closing, Mr. Pessina's team, and Sycamore will manage strategies to maximize value from divested assets like VillageMD.
WBA plans to release its fiscal year 2025 second-quarter financial results on April 8th. Centerview Partners serves as financial advisor for WBA while UBS Investment Bank leads advisory roles for Sycamore Partners.
For further details about this acquisition or related financial documents filed with SEC by Walgreens Boots Alliance or Sycamore Partners Management L.P., investors are encouraged to visit respective official websites or contact investor relations teams directly.