SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 2014
WALGREEN CO.
(Exact name of registrant as specified in its charter)
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| Illinois |
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1-604 |
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36-1924025 |
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of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification Number) |
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| 108 Wilmot Road, Deerfield, Illinois |
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60015 |
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(Zip Code) |
Registrant’s telephone number, including area code: (847) 315-2500
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Introductory Note.
Completion of the Reorg Merger
On
December 31, 2014, Walgreen Co., an Illinois corporation (“Walgreens”), and Walgreens Boots Alliance, Inc., a Delaware corporation (“WBA” or “Walgreens Boots Alliance”), completed their previously announced
reorganization pursuant to the Reorganization Merger Agreement, dated as of October 17, 2014, as amended (the “Reorganization Merger Agreement”), by and among Walgreens Boots Alliance, Walgreens and Ontario Merger Sub, Inc., an
Illinois corporation and a wholly owned subsidiary of Walgreens Boots Alliance (“Merger Sub”). The Reorganization Merger Agreement was approved and adopted by Walgreens’ shareholders at a special meeting of shareholders held on
December 29, 2014 (the “Special Meeting”).
Pursuant to the Reorganization Merger Agreement, on December 31, 2014
Merger Sub merged (the “Reorg Merger”) with and into Walgreens, with Walgreens surviving the Reorg Merger as a wholly owned subsidiary of WBA, and each issued and outstanding share of Walgreens common stock, par value $0.078125
(“Walgreens Common Stock”) was converted into one share of WBA common stock, par value $0.01 (“WBA Common Stock”).
The foregoing description of the Reorganization Merger Agreement is not complete and is qualified in its entirety by reference to the
Reorganization Merger Agreement, filed as Exhibit 2.3 to Walgreens’ Annual Report on Form 10-K for the fiscal year ended August 31, 2014, and Amendments No. 1 and 2 thereto, filed as Exhibit 2.1 to Walgreens’ Current Report on
Form 8-K filed December 24, 2014 and Exhibit 2.3 to WBA’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2014, respectively, which are incorporated herein by reference.
Completion of the Step 2 Acquisition
On
December 31, 2014, following the completion of the Reorg Merger, WBA completed the previously announced acquisition of the remaining 55% of Alliance Boots GmbH (“Alliance Boots”) that Walgreens did not previously own (the “Step 2
Acquisition”) in exchange for £3.133 billion in cash and 144,333,468 shares of WBA Common Stock issued, in the aggregate, to AB Acquisitions Holdings Limited (“AB Acquisitions”) and to or pursuant to the direction of the trustee
of the Alliance Boots management equity plan (collectively, the “Sellers”) pursuant to the Purchase and Option Agreement dated June 18, 2012, as amended (the “Purchase and Option Agreement”). The issuance of shares of WBA
Common Stock in connection with the Step 2 Acquisition was approved by Walgreens’ shareholders at the Special Meeting. Stefano Pessina, a director of WBA and, prior to the Reorg Merger, Walgreens, and investment funds affiliated with Kohlberg
Kravis Roberts & Co. L.P. jointly control AB Acquisitions. Mr. Pessina or certain of his affiliates are parties to certain transactions with Walgreens which are described in the Proxy Statement/Prospectus (as defined below) and
Item 13 of Walgreens’ Annual Report on Form 10-K for the fiscal year ended August 31, 2014, as amended, which description is incorporated herein by reference.
The foregoing description of the Purchase and Option Agreement is not complete and is qualified
in its entirety by reference to the Purchase and Option Agreement, filed as Exhibit 2.1 to Walgreens’ Current Report on Form 8-K filed June 19, 2012, and Amendment No. 1 thereto, filed as Exhibit 2.1 to Walgreens’ Current Report
on Form 8-K filed August 6, 2014, which are incorporated herein by reference.
A copy of the press release announcing the completion
of the Reorg Merger and the Step 2 Acquisition is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth
in the Introductory Note and Item 3.03 is incorporated herein by reference.
As previously disclosed, on December 19, 2014,
Walgreens issued a press release announcing that it had notified the New York Stock Exchange (“NYSE”) and the Chicago Stock Exchange (“CHX”) of its intention to voluntarily withdraw its common stock from listing on both the NYSE
and the CHX and from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), solely in respect of such exchanges upon the closing of the Reorg Merger. Walgreens has filed notifications
on Form 25 with the Securities and Exchange Commission (the “SEC”) with respect to Walgreens Common Stock to request removal of Walgreens Common Stock from listing on the NYSE and the CHX and from registration under Section 12(b) of
the Exchange Act solely in respect of the NYSE and the CHX. Walgreens intends to file as promptly as practicable with the SEC a certification on Form 15 under the Exchange Act with respect to Walgreens’ notes and a certification on Form 15 with
respect to Walgreens Common Stock requesting the termination of the registration of Walgreens Common Stock under Section 12(g) of the Exchange Act and the suspension of Walgreens’ reporting obligations under Sections 13 and 15(d) of the
Exchange Act.
| Item 3.03. |
Material Modification to Rights of Security Holders. |
The information set forth
in the Introductory Note and Item 3.01 is incorporated herein by reference.
On December 31, 2014, each issued and outstanding
share of Walgreens Common Stock was converted into one share of WBA Common Stock. Effective as of the completion of the Reorg Merger, WBA replaced Walgreens as the publicly held corporation, and immediately following the Reorg Merger and prior to
the Step 2 Acquisition the holders of Walgreens Common Stock held the same number of shares of WBA Common Stock and the same ownership percentage of WBA as they held of Walgreens immediately prior to the Reorg Merger. Prior to the open of trading on
December 31, 2014, NASDAQ, NYSE, and CHX each halted trading of Walgreens Common Stock. On December 31, 2014, shares of WBA Common Stock began trading on NASDAQ under the ticker symbol “WBA”. The new CUSIP number for WBA Common
Stock is 931427 108. Shareholders need not return stock certificates or otherwise take any action to exchange their former shares of Walgreens Common Stock for
shares of WBA Common Stock. Following completion of the Reorg Merger, each certificate for shares of Walgreens Common Stock automatically represents a certificate for the same number of shares of
WBA Common Stock.
The issuance of WBA Common Stock in connection with the Reorganization Merger Agreement, as described above, was
registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S–4 (File No. 333–198768), as amended (the “Registration Statement”), filed with the SEC
and declared effective on November 24, 2014. The Registration Statement and the definitive proxy statement/prospectus, as amended and supplemented from time to time (the “Proxy Statement/Prospectus”) filed by WBA with the SEC on
November 24, 2014 contains additional information about the Reorganization Merger Agreement, the Reorg Merger, the Step 2 Acquisition and related matters.
Pursuant to the Reorganization Merger Agreement, at the effective time of the Reorg Merger (the “Effective Time”), Walgreens’
equity-based compensation plans were assumed by WBA and each Walgreens award outstanding pursuant to those plans as of immediately prior to the Effective Time was converted automatically into an equivalent award with respect to the number of shares
of WBA Common Stock that is equal to the number of shares of Walgreens Common Stock to which such award related immediately prior to the Effective Time, which equivalent award otherwise continues to be subject to the same terms and conditions that
were applicable to such award immediately prior to the Effective Time.
| Item 5.01. |
Changes in Control of Registrant. |
Prior to the completion of the Reorg Merger,
WBA was a wholly-owned subsidiary of Walgreens. Upon completion of the Reorg Merger, Walgreens became a wholly-owned subsidiary of WBA. The information contained in the Introductory Note above and Item 3.01 and 3.03 are incorporated herein by
reference.
| Item 9.01. |
Financial Statements and Exhibits. |
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Exhibits. The following exhibits are provided as part of this Form 8-K: |
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| Exhibit |
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Description |
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| 99.1 |
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Press release issued on December 31, 2014 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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WALGREEN CO. |
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| Date: December 31, 2014 |
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By: |
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/s/ Thomas J. Sabatino, Jr. |
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Name: |
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Thomas J. Sabatino, Jr. |
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Title: |
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Executive Vice President, Chief Legal and
Administrative Officer and Corporate Secretary |
Exhibit 99.1
Walgreens and Alliance Boots Complete Step 2 of Merger
to Form First Global Pharmacy-Led, Health and Wellbeing Enterprise
DEERFIELD, Ill., Dec. 31, 2014 – Walgreen Co. and Alliance Boots GmbH today completed Step 2 of their strategic partnership to form Walgreens Boots
Alliance, Inc. (Nasdaq: WBA), finalizing the two-step merger launched in 2012 to create the world’s first global pharmacy-led, health and wellbeing enterprise.
Under a reorganization merger agreement approved earlier this week by Walgreens shareholders, Walgreens is now a wholly owned subsidiary of Walgreens Boots
Alliance, Inc. Existing shares of Walgreens common stock were converted automatically into shares of Walgreens Boots Alliance common stock on a one-for-one basis. Walgreens Boots Alliance common stock will trade on the Nasdaq stock exchange under
the symbol WBA.
The new global enterprise combines Walgreens, the largest drugstore chain in the USA; Boots, the market leader in European retail
pharmacy; and Alliance Healthcare, the leading international wholesaler and distributor. Together, Walgreens Boots Alliance spans more than 25* countries, with over 12,800* stores, over 370,000* employees and more than 340* pharmaceutical
distribution centers serving more than 180,000† pharmacies and other points of care. The merger also brings together a unique brand portfolio of outstanding retail, wholesale, service and product brands, alongside the world’s largest
pharmaceutical wholesale and distribution network. Walgreens Boots Alliance will be domiciled in the United States and headquartered in Deerfield, Ill.
“The creation of Walgreens Boots Alliance is a crucial milestone for both Walgreens and Alliance Boots, combining iconic brands, complementary geographic
footprints, shared values and a heritage of trusted health care services through pharmaceutical wholesaling and community pharmacy care, each dating back more than 100 years,” said Greg Wasson, who is retiring as Walgreens president and CEO
after completion of the merger. “The combination instantly establishes a groundbreaking and game-changing new company that will help people across the world lead healthier and happier lives as we advance our industry and the delivery of retail
health, wellbeing and beauty products and services worldwide.”
Stefano Pessina, who will become acting CEO of Walgreens Boots Alliance after Wasson’s retirement, said,
“The combined strength, scale and expertise of Walgreens Boots Alliance creates a unique and unparalleled global leader. We have forged a worldwide healthcare champion, which will provide innovative ways to address global health and wellbeing
challenges by helping to shape retail pharmacy, health care and pharmaceutical wholesale markets around the world. Becoming global gives us the ability to generate significant and sustainable benefits for local markets and all stakeholders, from
consumers and patients, to pharmacists, suppliers, business partners and, of course, our employees.”
Walgreens Boots Alliance Chairman Jim Skinner
said, “On behalf of the board, I would like to express our gratitude to Greg for his outstanding vision, work and commitment towards creating this new company. I am looking forward to working closely with Stefano and the senior management team
of Walgreens Boots Alliance as we start this exciting mission of bringing better health and wellbeing to the world.”
Overseen by an international
management team, Walgreens Boots Alliance comprises three Divisions: Retail Pharmacy USA, Retail Pharmacy International and Pharmaceutical Wholesale. In addition, the company operates a number of global cross divisional functions, including Global
Brands and a Global Pharmacy Market Access group.
Walgreens and Alliance Boots announced their two-step strategic transaction in June 2012. They
completed Step 1 in August 2012, when Walgreens invested approximately $4.0 billion in cash and 83.4 million shares of its common stock in exchange for a 45 percent equity ownership stake in Alliance Boots. With today’s announcement of the
completion of Step 2, Walgreens has acquired the remaining 55 percent of Alliance Boots in exchange for approximately $5.3 billion in cash and 144.3 million shares of stock.
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Since the strategic partnership began in 2012, Walgreens and Alliance Boots have achieved several significant
goals while preparing for the merger. These include senior leadership exchanges, successful synergy generation, a joint own-brand sourcing program in Asia and the sharing of best practices and innovative technologies. In addition, the companies
launched No7 and other Boots product brands in Walgreens stores across the United States.
The completion of this strategic transaction marks a historic
milestone for both companies with roots going back more than a century. Walgreens has grown from a single corner in Chicago in 1901, to the best corners in America. Alliance Boots has grown from two European businesses: Boots the Chemist,
established as a community pharmacy in Nottingham, UK in 1849 and now an international leader in health and beauty retailing; and Alliance Healthcare, which developed from its distribution roots in European countries in the 19th century to become an
international leader in pharmaceutical wholesaling. In addition, more than 6,000 independent pharmacists across eight European countries are benefitting as members of its Alphega Pharmacy network.
Today, Walgreens Boots Alliance (with its equity method investments) has a retail pharmacy network spanning the United States and Europe as well as key
markets in Latin America and Asia, with growth opportunities in many developing and underserved markets across the world.
About Walgreens Boots
Alliance
Walgreens Boots Alliance (Nasdaq: WBA) is the first global pharmacy-led, health and wellbeing enterprise in the world.
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.
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The company employs over 370,000 people and has a presence in more than 25* countries; it is the largest retail
pharmacy, health and daily living destination in the USA and Europe. Including its equity method investments, Walgreens Boots Alliance is the global leader in pharmacy-led, health and wellbeing retail with over 12,800* stores in 11* countries. The
company includes the largest global pharmaceutical wholesale and distribution network with over 340* distribution centers delivering to more than 180,000† pharmacies, doctors, health centers and hospitals each year in 19* countries. In
addition, Walgreens Boots Alliance is the world’s largest purchaser of prescription drugs and many other health and wellbeing products.
Its
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 and Botanics. More company information is available at
www.walgreensbootsalliance.com.
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As at 30 November 2014 including equity method investments on a pro-forma basis excluding Alliance Healthcare Italia which ceased to be an equity method investment of Alliance Boots in December 2014
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For year ended 30 November 2014 including equity method investments on a pro-forma basis excluding Alliance Healthcare Italia which ceased to be an equity method investment of Alliance Boots in December 2014
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Contacts:
Media contacts
USA
Michael Polzin, +1 847 315 2935
International
Laura Vergani, +44 (0)207 980 8585
James Murgatroyd / Claire Scicluna, Finsbury, +44 (0)207 251 3801
Investor Relations contacts
Ashish Kohli, +1 847 315
3810
Gerald Gradwell, +44 (0)207 980 8527
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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 the strategic partnership between Alliance Boots GmbH and Walgreens, the arrangements and transactions contemplated thereby and their possible effects, and the holding company reorganization; the risk of a material adverse
change that the Company 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 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
relating to the Company’s ability to successfully integrate 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 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 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, the Company 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.
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