Walgreens Boots Alliance (WBA) Proxy Filing summary

Executive summary

• A definitive merger agreement was signed for a take-private transaction, with shareholders to receive $11.45 per share in cash and a contingent right to proceeds from the sale of a specified asset, subject to a cap of $3.00 per share.

• The transaction is backed by committed equity and debt financing, with Sycamore Partners as the sponsor, and is subject to regulatory and shareholder approvals.

• The agreement includes a 35-day go-shop period, after which a no-shop provision applies, but with exceptions for superior proposals.

• Termination fees are set at $158M–$316M for the company and $560M for the parent, depending on circumstances.

Voting matters and shareholder proposals

• The merger requires approval by a majority of all shareholders and a majority of unaffiliated shareholders at a special meeting.

• Specified holders representing about 17% of voting power have agreed to vote in favor of the merger.

• Shareholders will receive a proxy statement and are urged to read it carefully for details on the transaction.

Board of directors and corporate governance

• The board determined the merger is in the best interests of shareholders and recommended approval.

• The board obtained fairness opinions from Centerview Partners and Morgan Stanley.

• The directors of the merger sub will become the initial directors of the surviving corporation.