DEERFIELD, Ill.--(BUSINESS WIRE)--
Walgreens Boots Alliance, Inc. (Nasdaq: WBA) (the "company") today
announced that affiliates of Kohlberg Kravis Roberts & Co. L.P. ("KKR,"
and together, the "selling stockholders") intend to offer for sale in an
underwritten secondary offering (the "offering") 20,461,215 shares of
the company's common stock pursuant to the shelf registration statement
(File No. 333-209569) filed by the company with the Securities and
Exchange Commission (the "SEC") on 17 February 2016.
In addition, separate and apart from the proposed offering, the selling
stockholders and Stefano Pessina, the company's Executive Vice Chairman
and Chief Executive Officer, informed the company that they have entered
into an agreement on 31 October 2016, pursuant to which the selling
stockholders have agreed to sell 2,000,000 shares of the company's
common stock to an affiliate of Mr. Pessina at the same price as the
shares to be sold to the underwriter in the proposed offering, and
subject to the completion of the proposed offering.
The company previously issued to the selling stockholders an aggregate
of 52,461,215 shares of common stock in connection with the company's
strategic combination with Alliance Boots GmbH ("Alliance Boots")
completed in December 2014. The selling stockholders sold 15,000,000
shares in an underwritten secondary offering on 11 May 2016 and an
additional 15,000,000 shares in an underwritten secondary offering on 1
August 2016. Prior to the proposed offering, the selling stockholders
owned 22,461,215 shares in the aggregate, representing approximately 2.1
percent of the company's outstanding shares of common stock, based on
the number of shares outstanding as of 30 September 2016. Upon
completion of the proposed offering and the separate proposed sale of
shares by the selling stockholders to an affiliate of Mr. Pessina, the
selling stockholders will no longer own any remaining shares of the
company's common stock previously issued to the selling stockholders in
connection with the company's strategic combination with Alliance Boots.
The company is not selling any shares and will not receive any proceeds
from the proposed offering.
Goldman, Sachs & Co. will act as the sole underwriter for the offering.
The last reported sale price of the company's common stock on 1 November
2016 was $82.46. The company filed an automatically effective shelf
registration statement (including a prospectus) with the SEC for the
offering. Before making any investment decision, you should read the
prospectus in that registration statement and other documents the
company has filed with the SEC for more complete information about the
company and this offering.
The company intends to file a further prospectus supplement with respect
to this offering. You may obtain these documents for free by visiting
EDGAR on the SEC Web site at: www.sec.gov.
Copies of the prospectus supplement and accompanying prospectus relating
to the offering, when available, also may be obtained by writing or
telephoning us at:
Walgreens Boots Alliance, Inc.
108 Wilmot Road
Attention: Investor Relations
Goldman, Sachs & Co. will arrange to send you the prospectus supplement,
when available, and the accompanying prospectus relating to the offering
if you request them by contacting Goldman, Sachs & Co., Attn: Prospectus
Department, 200 West Street, New York, NY 10282, telephone:
212-902-1171, facsimile: 212-902-9316, e-mail: firstname.lastname@example.org.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities nor will there be any
sale of these securities in any state or other jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other
jurisdiction. The proposed offering of these shares of common stock is
being made only by means of a prospectus supplement and a related
Notes to Editors:
About Walgreens Boots Alliance
Walgreens Boots Alliance (Nasdaq: WBA) is the first global pharmacy-led,
health and wellbeing enterprise.
The company was created through the combination of Walgreens and
Alliance Boots in December 2014, bringing together two leading companies
with iconic brands, complementary geographic footprints, shared values
and a heritage of trusted health care services through pharmaceutical
wholesaling and community pharmacy care, dating back more than 100 years.
Walgreens Boots Alliance is the largest retail pharmacy, health and
daily living destination across the USA and Europe. Walgreens Boots
Alliance and the companies in which it has equity method investments
together have a presence in more than 25* countries and employ more than
400,000* people. The company is a global leader in pharmacy-led, health
and wellbeing retail and, together with the companies in which it has
equity method investments, has over 13,200* stores in 11* countries as
well as one of the largest global pharmaceutical wholesale and
distribution networks, with over 390* distribution centers delivering to
more than 230,000** pharmacies, doctors, health centers and hospitals
each year in more than 20* countries. In addition, Walgreens Boots
Alliance is one of the world's largest purchasers of prescription drugs
and many other health and wellbeing products.
The company's portfolio of retail and business brands includes
Walgreens, Duane Reade, Boots and Alliance Healthcare, as well as
increasingly global health and beauty product brands, such as No7,
Botanics, Liz Earle and Soap & Glory.
* As of 31 August 2016, using publicly available information for
** For 12 months ending 31 August 2016,
using publicly available information for AmerisourceBergen.
Cautionary Note Regarding Forward-Looking Statements: All statements
in this release that are not historical are forward-looking statements
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 involve risks, assumptions and
uncertainties, including those described in Item 1A (Risk Factors) of
our Form 10-K for the fiscal year ending 31 August 2016, which are
incorporated herein by reference, and in other documents that we file or
furnish with the Securities and Exchange Commission. Should one or more
of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially. These
forward-looking statements speak only as of the date they are made. Except
to the extent required by law, we do not undertake, and expressly
disclaim, 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161101006886/en/
Walgreens Boots Alliance, Inc.
Michael Polzin, +1 847 315 2935
International / Laura Vergani, +44
(0)207 980 8585
Gradwell and Ashish Kohli, +1 847 315 2922
Source: Walgreens Boots Alliance, Inc.
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