UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AMERISOURCEBERGEN CORPORATION
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
03073E105
(CUSIP Number)
Thomas J. Sabatino, Jr.
Executive Vice President, Global Chief Legal and Administrative
Officer and Corporate Secretary
Walgreens Boots Alliance, Inc.
108 Wilmot Road
Deerfield, Illinois 60015
(847) 315-2500
With
a copy to:
Andrew R. Brownstein
Benjamin M. Roth
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New
York, New York 10019
(212) 403-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 16, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following pages)
13D
CUSIP No. 03073E105
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|
|
|
|
|
|
1 |
|
Name of
Reporting Person WAB Holdings LLC |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
AF, WC |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) OO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
CUSIP No. 03073E105
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|
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|
|
|
|
1 |
|
Name of
Reporting Person Walgreens Pharmacy Strategies, LLC |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
AF, WC |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Illinois |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) OO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
CUSIP No. 03073E105
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|
|
|
1 |
|
Name of
Reporting Person Bond Drug Company of Illinois, LLC |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
AF, WC |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Illinois |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) OO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
CUSIP No. 03073E105
|
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|
|
|
|
1 |
|
Name of
Reporting Person Walgreen Eastern Co., Inc. |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
AF, WC |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization New York |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) CO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
CUSIP No. 03073E105
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|
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|
1 |
|
Name of
Reporting Person Walgreen Arizona Drug Co. |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
AF, WC |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Arizona |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) CO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
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|
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|
1 |
|
Name of
Reporting Person Walgreen Hastings Co. |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
AF, WC |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Nebraska |
Number of Shares Beneficially Owned by Each
Reporting Person With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) CO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
|
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|
|
|
|
1 |
|
Name of
Reporting Person Walgreen International Investments LLC |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
AF, WC |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) OO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person WBA Investments, LLC |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
AF, WC |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) OO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person Walgreen Co. |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
WC |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Illinois |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) CO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person Alliance Boots Luxembourg S.à r.l. |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Grand Duchy of Luxembourg |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) OO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person Alliance Boots Holdings Limited |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization England and Wales |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) CO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person AB Acquisitions UK Holdco 7 Limited |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization England and Wales |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) ¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) CO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person AB Acquisitions Limited |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization England and Wales |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) ¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) CO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person Alliance Boots International Limited |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization England and Wales |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) ¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) CO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person Alliance Boots Limited |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization England and Wales |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) ¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) CO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
CUSIP No. 03073E105
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person AB Acquisitions UK Topco Limited |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization England and Wales |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) CO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
CUSIP No. 03073E105
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person AB Acquisitions Luxco 1 S.à r.l. |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Grand Duchy of Luxembourg |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) OO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
CUSIP No. 03073E105
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person Alliance Boots GmbH |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Switzerland |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) OO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
CUSIP No. 03073E105
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person Walgreen Swiss International GmbH |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Switzerland |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) OO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
CUSIP No. 03073E105
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person Ontario Holdings WBA Limited |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization England and Wales |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) CO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
CUSIP No. 03073E105
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person Walgreen International S.à r.l. |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Grand Duchy of Luxembourg |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) OO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
CUSIP No. 03073E105
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person Superior Bermuda GP |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Bermuda |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) PN |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
CUSIP No. 03073E105
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person Superior Luxco 3 S.à r.l. |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Grand Duchy of Luxembourg |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) OO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
CUSIP No. 03073E105
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person Walgreens Boots Alliance Scottish LP |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization England and Wales |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) PN |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
CUSIP No. 03073E105
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person WBA 1 Scottish LLP |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization England and Wales |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) PN |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
CUSIP No. 03073E105
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person Superior Luxco 2 S.à r.l. |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Grand Duchy of Luxembourg |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) OO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
CUSIP No. 03073E105
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person Superior Luxco 1 S.à r.l. |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Grand Duchy of Luxembourg |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) OO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
CUSIP No. 03073E105
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person Walgreen Investments Luxembourg SCS |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Grand Duchy of Luxembourg |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) OO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
CUSIP No. 03073E105
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person Walgreen Investments Co |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
AF, WC |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2% * |
14 |
|
Type of Reporting Person (See
Instructions) CO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
13D
CUSIP No. 03073E105
|
|
|
|
|
|
|
1 |
|
Name of
Reporting Person Walgreens Boots Alliance, Inc. |
2 |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Source of Funds (See Instructions)
OO |
5 |
|
Check box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
6 |
|
Citizenship or Place of
Organization Illinois |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7 |
|
Sole Voting Power
|
|
8 |
|
Shared Voting Power
11,461,043 |
|
9 |
|
Sole Dispositive Power
|
|
10 |
|
Shared Dispositive Power
11,461,043 |
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,461,043 |
12 |
|
Check box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨ |
13 |
|
Percent of Class Represented by Amount
in Row (11) 5.2%* |
14 |
|
Type of Reporting Person (See
Instructions) HC, CO |
* |
This calculation is based on 218,691,869 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2014, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended
September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014. |
This Amendment No. 1 to Schedule 13D (this Amendment No. 1) amends
and supplements the Schedule 13D (the Schedule 13D) originally filed with the Securities and Exchange Commission (the SEC) on April 9, 2014.
Item 2. |
Identity and Background. |
This Amendment No. 1 is being filed by: (i) WAB Holdings LLC,
a Delaware limited liability company (WAB Holdings); (ii) Walgreens Pharmacy Strategies, LLC, an Illinois limited liability company (WPS); (iii) Bond Drug Company of Illinois, LLC, an Illinois limited
liability company (Bond Drug); (iv) Walgreen Eastern Co., Inc., a New York corporation (WEC); (v) Walgreen Arizona Drug Co., an Arizona corporation (WADC); (vi) Walgreen
Hastings Co., a Nebraska corporation (WHC); (vii) Walgreen International Investments LLC, a Delaware limited liability company (Walgreen International Investments); (viii) WBA Investments, LLC, a
Delaware limited liability company (WBA Investments); (ix) Walgreen Co., an Illinois corporation (Walgreen); (x) Alliance Boots Luxembourg S.à r.l, a Luxembourg société à
responsabilité limitée (limited liability company) (AB Luxembourg); (xi) Alliance Boots Holdings Limited, a private limited liability company organized under the laws of England and Wales (AB
Holdings); (xii) AB Acquisitions UK Holdco 7 Limited, a private limited liability company organized under the laws of England and Wales (AB UK Holdco 7); (xiii) AB Acquisitions Limited, a private limited
liability company organized under the laws of England and Wales (AB Acquisitions); (xiv) Alliance Boots International Limited, a private limited liability company organized under the laws of England and Wales (AB
International); (xv) Alliance Boots Limited, a private limited liability company organized under the laws of England and Wales (AB Limited); (xvi) AB Acquisitions UK Topco Limited, a private limited liability
company organized under the laws of England and Wales (AB UK Topco); (xvii) AB Acquisitions Luxco 1 S.à r.l., a Luxembourg société à responsabilité limitée (limited liability
company) (AB Luxco 1); (xviii) Alliance Boots GmbH, a Swiss Gesellschaft mit beschränkter Haftung (limited liability company) (Alliance Boots); (xix) Walgreen Swiss International GmbH, a
Swiss Gesellschaft mit beschränkter Haftung (limited liability company) (Walgreen Swiss); (xx) Ontario Holdings WBA Limited, a private limited liability company organized under the laws of England and Wales
(Ontario); (xxi) Walgreen International S.à r.l., a Luxembourg société à responsabilité limitée (limited liability company) (Walgreen International);
(xxii) Superior Bermuda GP, a Bermuda General Partnership (Superior Bermuda); (xxiii) Superior Luxco 3 S.à r.l., a Luxembourg société à responsabilité limitée (limited
liability company) (Superior Luxco 3); (xxiv) Walgreens Boots Alliance Scottish LP, a private limited partnership organized under the laws of England and Wales (WBA Scottish); (xxv) WBA 1 Scottish LLP,
a private limited liability partnership organized under the laws of England and Wales (WBA Scottish 1); (xxvi) Superior Luxco 2 S.à r.l., a Luxembourg société à responsabilité
limitée (limited liability company) (Superior Luxco 2); (xxvii) Superior Luxco 1 S.à r.l., a Luxembourg société à responsabilité limitée (limited liability company)
(Superior Luxco 1); (xxviii) Walgreen Investments Luxembourg SCS, a Luxembourg société en commandite simple (limited partnership) (Walgreen Investments Lux); (xxix) Walgreen
Investments Co, a Delaware corporation (WIC); and (xxx) Walgreens Boots Alliance, Inc. a Delaware Corporation (WBA). WAB Holdings, WPS, Bond Drug, WEC, WADC, WHC, Walgreen International Investments, WBA
Investments, Walgreen, AB Luxembourg, AB Holdings, AB UK Holdco, AB Acquisitions, AB International, AB Limited, AB UK Topco, AB Luxco 1, Alliance Boots, Walgreen Swiss, Ontario, Walgreen International, Superior Bermuda, Superior Luxco 3, WBA
Scottish, WBA Scottish 1, Superior Luxco 2, Superior Luxco 1, Walgreen Investments Lux, WIC and WBA are collectively referred to as the Reporting Persons.
On December 31, 2014 Walgreen and WBA 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 WBA, Walgreen and Ontario Merger Sub, Inc., an Illinois corporation and a wholly owned subsidiary of WBA (Merger Sub).
Pursuant to the Reorganization Merger Agreement, on December 31, 2014 Merger Sub merged (the Reorg Merger) with and into Walgreen, with Walgreen surviving the Reorg Merger as a wholly owned subsidiary of WBA. On
December 31, 2014, following the completion of the Reorg Merger, WBA completed the previously announced acquisition of the remaining 55% of Alliance Boots that Walgreen did not previously own (the Step 2 Acquisition). As a
result of the completion of the Step 2 Acquisition, Alliance Boots is now an indirect, wholly-owned subsidiary of WBA.
As a result of the completion of
the Step 2 Acquisition, the following individuals and entities are no longer Reporting Persons: AB Acquisitions Holdings Limited, a private company limited by shares organized under the laws of Gibraltar; Alliance Santé Participations S.A., a
Luxembourg société anonyme (corporation); NEWCIP S.A., a Luxembourg société anonyme (corporation); Stefano Pessina, a Monaco citizen; KKR Sprint (2006) Limited, a Cayman Islands exempted limited
company; KKR 2006 Fund (Overseas), Limited Partnership, a Cayman Islands exempted limited partnership; KKR Associates 2006 (Overseas), Limited Partnership, a Cayman Islands exempted limited partnership; KKR 2006 Limited, a Cayman Islands exempted
limited company; KKR Sprint (European II) Limited, a Cayman Islands exempted limited company; KKR European Fund II, Limited Partnership, a Cayman Islands exempted limited partnership; KKR Associates Europe II, Limited Partnership, a Cayman Islands
exempted limited partnership; KKR Europe II Limited, a Cayman Islands exempted limited company; KKR Sprint (KPE) Limited, a Cayman Islands exempted limited company; KKR PEI Investments, L.P., a Guernsey limited partnership; KKR PEI Associates, L.P.,
a Guernsey limited partnership; KKR PEI GP Limited, a Cayman Islands exempted limited company; KKR Fund Holdings LP, a Cayman Islands exempted limited partnership; KKR Fund Holdings GP Limited, a Cayman Islands exempted limited company; KKR Group
Holdings L.P., a Cayman Islands exempted limited partnership; KKR Group Limited, a Cayman Islands exempted limited company; KKR & Co. L.P., a Delaware limited partnership; KKR Management LLC, a Delaware limited liability company; Henry R.
Kravis, a United
States citizen; and George R. Roberts, a United States citizen (collectively, the Former Reporting Persons). Because Alliance Boots is now wholly-owned, indirectly, by WBA, the
Former Reporting Persons no longer have a beneficial ownership interest in the Issuer by virtue of their former indirect ownership of Alliance Boots prior to the Step 2 Acquisition. As a result of the completion of the Step 2 Acquisition, the Joint
Filing Agreement attached as Exhibit 99.1 to the Schedule 13D has been terminated.
All of the shares of Common Stock, par value $0.01 per share
(Common Stock), reported by the Reporting Persons in this Schedule 13D are held of record by WAB Holdings. WAB Holdings was formed solely for the purpose of investing in the Issuer. WAB Holdings is jointly-owned directly by
WPS and AB Luxembourg. WPS is a direct wholly-owned subsidiary of Bond Drug. Bond Drug is a direct wholly-owned subsidiary of WEC. WEC is a direct wholly-owned subsidiary of WADC. WADC is a direct wholly-owned subsidiary of WHC. WHC is a direct
wholly-owned subsidiary of Walgreen. Walgreen is a direct wholly-owned subsidiary of WBA.
AB Luxembourg is a direct wholly-owned subsidiary of AB
Holdings. AB Holdings is a direct wholly-owned subsidiary of AB UK Holdco 7. AB UK Holdco 7 is a direct wholly-owned subsidiary of AB Acquisitions. AB Acquisitions is a direct wholly-owned subsidiary of AB International. AB International is a direct
wholly-owned subsidiary of AB Limited. AB Limited is a direct wholly-owned subsidiary of AB UK Topco. AB UK Topco is a direct wholly-owned subsidiary of AB Luxco 1. AB Luxco 1 is a direct wholly-owned subsidiary of Alliance Boots. Alliance Boots is
jointly-owned directly by Walgreen Swiss and Ontario. Walgreen Swiss is a direct wholly-owned subsidiary of Ontario. Ontario is a direct wholly-owned subsidiary of Walgreen International. Walgreen International is a direct wholly-owned subsidiary of
Superior Bermuda. Superior Bermuda is jointly-owned directly by Superior Luxco 3 and WBA Scottish. Superior Luxco 3 is a direct wholly-owned subsidiary of WBA Scottish. WBA Scottish is jointly-owned directly by WBA 1 Scottish, Superior Luxco1 and
Superior Luxco 2. WBA 1 Scottish is jointly-owned directly by Superior Luxco 1 and Superior Luxco 2. Superior Luxco 2 is a direct wholly-owned subsidiary of Superior Luxco 1. Superior Luxco 1 is a direct wholly-owned subsidiary of Walgreen
Investments Lux. Walgreen Investments Lux is jointly-owned directly by WBA Investments and Walgreen International Investments. Walgreen International Investments is a direct wholly-owned subsidiary of WBA Investments. WBA Investments is a direct
wholly-owned subsidiary of WIC. WIC is a direct wholly-owned subsidiary of Walgreen.
WBA, together with its subsidiaries, including the Reporting
Persons, is a global pharmacy-led, health and wellbeing enterprise.
The principal business office of WAB Holdings, WPS, Bond Drug, WEC, WADC, WHC,
Walgreen International Investments, WBA Investments, Walgreen, WIC and WBA is:
c/o Walgreens Boots Alliance, Inc.
108 Wilmot Road
Deerfield,
Illinois 60015.
The principal business office of AB Luxembourg and AB Luxco 1 is:
59, rue de Rollingergrund
Luxembourg L-2440
Grand Duchy of
Luxembourg.
The principal business office of AB Holdings, AB UK Holdco 7, AB Acquisitions, AB International, AB Limited, and AB UK Topco is:
Sedley Place, 4th Floor
361
Oxford Street
London W1C 2JL
United Kingdom.
The principal business office of
Alliance Boots is:
Untermattweg 8
3027 Bern
Switzerland.
The principal business office of Walgreen Swiss is:
Zug, c/o ABT Treuhandgesellschaft AG
Alte Steinhauserstrasse 1
6330
Cham.
The principal business office of Ontario is:
21 St Thomas Street
Bristol BS1
6J2
United Kingdom.
The principal business
office of Walgreen International, Superior Luxco 3, Superior Luxco 2 and Superior Luxco 1 is:
46A, Avenue J.F. Kennedy
Luxembourg, L-1855
Grand Duchy of
Luxembourg.
The principal business office of Superior Bermuda is:
3rd floor, Par La Ville Place
14
Par-la-Ville Rd
Hamilton HM 08, Bermuda.
The principal business office of WBA Scottish and WBA Scottish 1 is:
50 Lothian Road
Festival Square
Edinburgh EH3 9WJ.
The principal business
office of Walgreen Investments Lux is:
2, Rue Joseph Hackin
L 1746 Luxembourg City
Grand Duchy
of Luxembourg.
Attached as Annex A hereto and incorporated herein by reference is a list containing the (a) name, (b) residence or business
address, (c) present principal occupation or employment and the name, principal business address of any corporation or other organization in which such employment is conducted, and (d) citizenship, in each case, of each director and
executive officer of the Reporting Persons, as applicable.
During the last five years, each Reporting Person and, to the knowledge of such Reporting
Person, each person listed in Annex A with respect to such Reporting Person, has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to a civil proceeding of any judicial or
administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding of any violation with respect to such laws.
Item 4 |
Purpose of Transaction |
Item 4 is hereby amended by adding the following:
Pursuant to the Shareholders Agreement, WBA, as successor to Walgreen, is entitled to designate one director (the WBA Designee) to
the Board of the Issuer. Effective as of January 9, 2015, Gregory D. Wasson, the WBA Designee, resigned from his position on the Board of the Issuer. WBA designated Ornella Barra, Executive Vice President of WBA and Chief Executive of Global
Wholesale and International Retail, as the replacement WBA Designee. Ms. Barra was appointed by the Board to serve as a director of the Issuer on January 16, 2015. In her capacity as a director of the Issuer, Ms. Barra may have influence
over the corporate activities of the Issuer, including activities which may relate to transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. |
Interest in Securities of the Issuer |
Item 5 is hereby amended by adding the following:
(a and b) The ownership percentages set forth below are based on 218,691,869 shares of Common Stock outstanding as of October 31, 2014, as reported by the
Issuer on its Annual Report on Form 10-K for the fiscal year ended September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 25, 2014.
As previously reported, WAB Holdings may be deemed to beneficially own 11,461,043 shares of Common Stock, representing approximately 5.2% of the total number
of shares of Common Stock outstanding. By virtue of relationships reported in Item 2, each of the Reporting Persons may be deemed to share the power to vote or direct to vote or to direct the voting of, and to dispose of or to direct the
disposition of, such shares of Common Stock. As a result of the foregoing, each of the Reporting Persons may be deemed to beneficially own such shares of Common Stock that may be beneficially owned by WAB Holdings.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person (other than WAB Holdings)
that it is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
(c) The Reporting Persons have not effected any transaction in shares of Common Stock in the past 60 days.
(d) Not applicable
(e) The information set forth in the second
and third paragraphs of Item 2 of this Amendment No. 1 is incorporated herein by reference.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is hereby amended by adding the following:
On
December 31, 2014, Walgreen delivered a notice (the Notice) to the Issuer and Alliance Boots pursuant to Section 5.6 of the Framework Agreement providing that WBA will be, and will be deemed to be, Walgreens
successor and that the Transaction Documents (as defined in the Framework Agreement) will be binding upon and inure to the benefit of WBA as successor to Walgreen. The Issuer acknowledged receipt of the Notice and confirmed that the Issuer accepted
WBA as a successor to Walgreen under the Transaction Documents. The foregoing description of the Notice is qualified in its entirety by reference to the full text of the Notice, which is attached as Exhibit 99.11 hereto and is incorporated herein by
reference.
The information set forth in Item 4 of this Schedule 13D/A is hereby incorporated by reference in this Item 6.
Item 7 |
Materials to be Filed as Exhibits |
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|
|
Exhibit |
|
Description of Exhibits |
|
|
99.11* |
|
Notice, dated as of December 31, 2014, provided by Walgreen Co. to AmerisourceBergen Corporation and Alliance Boots GmbH. |
|
|
99.12* |
|
Joint Filing Agreement, dated January 16, 2015 |
Signature
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
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WAB HOLDINGS LLC |
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By: |
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/s/ Dan Morrell |
Name: |
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Dan Morrell |
Title: |
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Manager |
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By: |
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/s/ Jason Dubinsky |
Name: |
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Jason Dubinsky |
Title: |
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Manager |
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By: |
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/s/ Marco Pagni |
Name: |
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Marco Pagni |
Title: |
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Manager |
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By: |
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/s/ Gordon Farquhar |
Name: |
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Gordon Farquhar |
Title: |
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Manager |
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WALGREENS PHARMACY STRATEGIES, LLC |
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By: |
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/s/ John A. Mann |
Name: |
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John A. Mann |
Title: |
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Vice President |
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BOND DRUG COMPANY OF ILLINOIS, LLC |
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By: |
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/s/ John A. Mann |
Name: |
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John A. Mann |
Title: |
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Vice President |
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WALGREEN EASTERN CO., INC. |
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By: |
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/s/ John A. Mann |
Name: |
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John A. Mann |
Title: |
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Vice President |
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WALGREEN ARIZONA DRUG CO. |
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By: |
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/s/ John A. Mann |
Name: |
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John A. Mann |
Title: |
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Vice President |
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WALGREEN HASTINGS CO. |
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By: |
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/s/ John A. Mann |
Name: |
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John A. Mann |
Title: |
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Vice President |
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WALGREEN INTERNATIONAL INVESTMENTS LLC |
By: Walgreen Investments Co, Member |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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President |
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WBA INVESTMENTS, LLC |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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President |
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WALGREEN CO. |
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By: |
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/s/ John A. Mann |
Name: |
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John A. Mann |
Title: |
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Assistant Secretary |
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ALLIANCE BOOTS LUXEMBOURG S.à r.l |
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By: |
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/s/ Wolfgang Zettel |
Name: |
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Wolfgang Zettel |
Title: |
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Manager |
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By: |
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/s/ Jean-Paul Goerens |
Name: |
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Jean-Paul Goerens |
Title: |
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Manager |
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ALLIANCE BOOTS HOLDINGS LIMITED |
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By: |
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/s/ Frank Standish |
Name: |
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Frank Standish |
Title: |
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Director |
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AB ACQUISITIONS UK HOLDCO 7 LIMITED |
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By: |
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/s/ Frank Standish |
Name: |
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Frank Standish |
Title: |
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Director |
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AB ACQUISITIONS LIMITED |
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By: |
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/s/ Frank Standish |
Name: |
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Frank Standish |
Title: |
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Director |
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ALLIANCE BOOTS INTERNATIONAL LIMITED |
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By: |
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/s/ Marco Pagni |
Name: |
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Marco Pagni |
Title: |
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Director |
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ALLIANCE BOOTS LIMITED |
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By: |
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/s/ Frank Standish |
Name: |
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Frank Standish |
Title: |
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Director |
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AB ACQUISITIONS UK TOPCO LIMITED |
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By: |
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/s/ Frank Standish |
Name: |
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Frank Standish |
Title: |
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Director |
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AB ACQUISITIONS LUXCO 1 S.à r.l |
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By: |
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/s/ Wolfgang Zettel |
Name: |
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Wolfgang Zettel |
Title: |
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Manager |
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By: |
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/s/ Jean-Paul Goerens |
Name: |
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Jean-Paul Goerens |
Title: |
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Manager |
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ALLIANCE BOOTS GmbH |
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By: |
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/s/ Frank Standish |
Name: |
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Frank Standish |
Title: |
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Director |
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WALGREEN SWISS INTERNATIONAL GmbH |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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Director |
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ONTARIO HOLDINGS WBA LIMITED |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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Director |
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WALGREEN INTERNATIONAL S.à r.l |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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Manager |
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SUPERIOR BERMUDA GP |
By: Superior Luxco 3 S.à r.l, Partner |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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Manager |
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SUPERIOR LUXCO 3 S.à r.l |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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Manager |
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WALGREENS BOOTS ALLIANCE SCOTTISH LP |
By: |
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Superior Luxco 1 S.à r.l, Partner |
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|
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By: |
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/s/ Joseph H. Greenberg |
Name: |
|
Joseph H. Greenberg |
Title: |
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Manager |
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WBA 1 SCOTTISH LLP |
By: |
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Superior Luxco 1 S.à r.l, Partner |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
|
Joseph H. Greenberg |
Title: |
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Manager |
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SUPERIOR LUXCO 2 S.à r.l |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
|
Manager |
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SUPERIOR LUXCO 1 S.à r.l |
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|
By: |
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/s/ Joseph H. Greenberg |
Name: |
|
Joseph H. Greenberg |
Title: |
|
Manager |
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WALGREEN INVESTMENTS LUXEMBOURG SCS |
By: WBA Investments, LLC, Partner |
|
|
By: |
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/s/ Joseph H. Greenberg |
Name: |
|
Joseph H. Greenberg |
Title: |
|
President |
|
|
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WALGREEN INVESTMENTS CO |
|
|
By: |
|
/s/ Joseph H. Greenberg |
Name: |
|
Joseph H. Greenberg |
Title: |
|
President |
|
|
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WALGREENS BOOTS ALLIANCE, INC. |
|
|
By: |
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/s/ Thomas J. Sabatino, Jr. |
Name: |
|
Thomas J. Sabatino, Jr. |
Title: |
|
Executive Vice President, Global Chief Legal and Administrative Officer and Corporate Secretary |
Date: January 16, 2015
ANNEX A
WAB HOLDINGS, LLC
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015.
Jason Dubinsky
Citizenship: United States
Present Principal
Occupation: Assistant Treasurer, Walgreens Boots Alliance, Inc.
Dan Morrell
Citizenship: United States
Present Principal Occupation:
Assistant Treasurer, Walgreens Boots Alliance, Inc.
Gordon Farquhar
Citizenship: United Kingdom
Business Address: Sedley Place, 4th
Floor, 361 Oxford Street, London W1C 2JL, United Kingdom
Present Principal Occupation: Managing Director, Boots International
Marco Pagni
Citizenship: United Kingdom
Business Address: Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL, United Kingdom
Present Principal Occupation: Group Legal Counsel & Chief Administrative Officer, Alliance Boots
WALGREENS PHARMACY STRATEGIES, LLC
OFFICERS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA all officers listed below are United States citizens.
Richard Ashworth, Vice President
Present Principal
Occupation: President, Pharmacy and Retail Operations, Walgreen Co.
Jeffrey Berkowitz, Vice President
Present Principal Occupation: Executive Vice President of Walgreens Boots Alliance, Inc. and President of
Pharma and Global Market Access
Michael Felish, Assistant
Treasurer
Present Principal Occupation: Director, Tax Counsel and Tax Compliance, Walgreen Co.
John A. Mann, Vice President
Present Principal
Occupation: Divisional Vice President, Tax, Walgreen Co.
Brad Wasson, Vice President
Present Principal Occupation: Vice President, Pharmacy Services: Specialty Solutions Groups-Administration, Walgreen Co.
BOND DRUG COMPANY OF ILLINOIS, LLC
MANAGERS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA all managers listed below are United States citizens.
Mark A. Wagner
Present Principal Occupation: President,
Operations and Community Management, Walgreen Co.
OFFICERS
Unless otherwise noted, the business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015.
To the knowledge of WBA all officers listed below are United States Citizens.
Michael Felish, Assistant Treasurer
Present Principal Occupation: Director, Tax Counsel and Tax Compliance, Walgreen Co.
John A. Mann, Vice President
Present Principal
Occupation: Divisional Vice President, Tax, Walgreen Co.
Richard N. Steiner, Vice President
Present Principal Occupation: Director, Community and Real Estate Law: Eastern Region, Walgreen Co.
Mark A. Wagner, President
Present Principal Occupation:
President, Operations and Community Management, Walgreen Co.
WALGREEN EASTERN CO., INC.
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA all directors listed below are United States citizens.
Mark A. Wagner
Present Principal Occupation: President,
Operations and Community Management, Walgreen Co.
OFFICERS
Unless otherwise noted, the business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015.
To the knowledge of WBA all officers listed below are United States citizens.
Michael Felish, Assistant Treasurer
Present Principal Occupation: Director, Tax Counsel and Tax Compliance, Walgreen Co.
Joseph H. Greenberg, Vice President
Present Principal
Occupation: Divisional Vice President, Corporate, M&A and Securities Law, Walgreen Co.
John A. Mann, Vice President
Present Principal Occupation: Divisional Vice President, Tax, Walgreen Co.
Michael Redstone, Assistant Secretary
Present Principal
Occupation: Director, Community and Real Estate Law: Southwest Region, Walgreen Co.
Richard N. Steiner, Vice President
Present Principal Occupation: Director, Community and Real Estate Law: Eastern Region, Walgreen Co.
Mark A. Wagner, President
Present Principal Occupation:
President, Operations and Community Management, Walgreen Co.
WALGREEN ARIZONA DRUG CO.
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA all directors listed below are United States citizens.
Mark A. Wagner
Present Principal Occupation: President,
Operations and Community Management, Walgreen Co.
OFFICERS
Unless otherwise noted, the business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015.
To the knowledge of WBA all officers listed below are United States citizens.
Jason Dubinsky, Treasurer
Present Principal Occupation: Assistant Treasurer, Walgreens Boots Alliance, Inc.
Michael Felish, Assistant Treasurer
Present Principal
Occupation: Director, Tax Counsel and Tax Compliance, Walgreen Co.
Joseph H. Greenberg, Assistant Secretary, Vice President
Present Principal Occupation: Divisional Vice President, Corporate, M&A and Securities Law, Walgreen Co.
John A. Mann, Vice President
Present Principal
Occupation: Divisional Vice President, Tax, Walgreen Co.
Dan Morrell, Assistant Treasurer
Present Principal Occupation: Assistant Treasurer, Walgreens Boots Alliance, Inc.
Richard N. Steiner, Vice President
Present Principal
Occupation: Director, Community and Real Estate Law: Eastern Region, Walgreen Co.
Mark A. Wagner, President
Present Principal Occupation: President, Operations and Community Management, Walgreen Co.
WALGREEN HASTINGS CO.
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA all directors listed below are United States citizens.
Mark A. Wagner
Present Principal Occupation: President,
Operations and Community Management, Walgreen Co.
OFFICERS
Unless otherwise noted, the business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015.
To the knowledge of WBA all officers listed below are United States citizens.
Jason Dubinsky, Treasurer
Present Principal Occupation: Assistant Treasurer, Walgreens Boots Alliance, Inc.
Michael Felish, Assistant Treasurer
Present Principal
Occupation: Director, Tax Counsel and Tax Compliance, Walgreen Co.
Joseph H. Greenberg, Assistant Secretary, Vice President
Present Principal Occupation: Divisional Vice President, Corporate, M&A and Securities Law, Walgreen Co.
John A. Mann, Vice President
Present Principal
Occupation: Divisional Vice President, Tax, Walgreen Co.
Dan Morrell, Assistant Treasurer
Present Principal Occupation: Assistant Treasurer, Walgreens Boots Alliance, Inc.
Richard N. Steiner, Vice President
Present Principal
Occupation: Director, Community and Real Estate Law: Eastern Region, Walgreen Co.
Mark A. Wagner, President
Present Principal Occupation: President, Operations and Community Management, Walgreen Co.
WBA INVESTMENTS, LLC
OFFICERS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA all officers listed below are United States citizens.
Joseph H. Greenberg, President
Present Principal
Occupation: Divisional Vice President, Corporate, M&A and Securities Law, Walgreen Co.
WALGREEN INVESTMENTS CO
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA all directors listed below are United States citizens
Joseph H. Greenberg
Present Principal Occupation:
Divisional Vice President, Corporate, M&A and Securities Law, Walgreen Co.
OFFICERS
Unless otherwise noted, the business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015.
To the knowledge of WBA all officers listed below are United States citizens
Joseph H. Greenberg, President
Present Principal Occupation: Divisional Vice President, Corporate, M&A and Securities Law, Walgreen Co.
WALGREEN CO.
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA all directors listed below are United States citizens except for Alexander Gourlay, who is a
citizen of the United Kingdom.
Alexander Gourlay
Present Principal Occupation: Executive Vice President, Walgreens Boots Alliance, Inc. and President,
Walgreen Co.
Richard Ashworth
Present Principal Occupation: President, Pharmacy and Retail Operations, Walgreen Co.
Mark A. Wagner
Present Principal Occupation: President,
Operations and Community Management, Walgreen Co.,
OFFICERS
Unless otherwise noted, the business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015.
To the knowledge of WBA all officers listed below are United States citizens, except for Alexander Gourlay, who is a citizen of the United Kingdom.
Alexander Gourlay
Present Principal Occupation: Present
Principal Occupation: Executive Vice President of Walgreens Boots Alliance, Inc. and President of Walgreen Co.
Alan Nielsen
Present Principal Occupation: Vice President, Chief Financial Officer and Treasurer, Walgreen Co.
Jan S. Reed
Present Principal Occupation: Senior Vice
President, General Counsel and Secretary
John A. Mann
Present Principal Occupation: Divisional Vice President, Tax, Walgreen Co.
Michael Felish
Present Principal Occupation: Director,
Tax Counsel and Tax Compliance, Walgreen Co.
Sona Chawla
Present Principal Occupation: President, Digital and Chief Marketing Officer, Walgreen Co.
Mark A. Wagner
Present Principal Occupation: President
of Operations and Community Management, Walgreen Co.
Linda Filler
Present Principal Occupation: President of Retail Products and Chief Merchandising Officer, Walgreen Co.
ALLIANCE BOOTS LUXEMBOURG S.à r.l.
MANAGERS (GÉRANTS)
Unless otherwise noted, the business address for each person listed below is 59, rue de Rollingergrund, L-2440 Luxembourg, Grand Duchy of Luxembourg. To the
knowledge of WBA all managers (gérants) listed below are citizens of the Grand Duchy of Luxembourg, except for Wolfgang Zettel and Stefan Lambert, each of whom is a citizen of the Federal Republic of Germany.
Wolfgang Zettel
Present Principal Occupation: Director,
AVEGA S.à r.l.
Stefan Lambert
Present
Principal Occupation: Director, AVEGA S.à r.l.
Simone Retter
Present Principal Occupation: Lawyer
Jean-Paul Goerens
Present Principal Occupation: Lawyer
ALLIANCE BOOTS HOLDINGS LIMITED
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL.
Aidan G. Clare
Present Principal Occupation: Group
Treasurer, Alliance Boots
Citizenship: Republic of Ireland
Martin C. Delve
Present Principal Occupation: Group
Financial Controller, Alliance Boots
Citizenship: United Kingdom
Frank Standish
Present Principal Occupation: Group
Company Secretary, Alliance Boots
Citizenship: Republic of Ireland
OFFICERS
Frank Standish is also the
Company Secretary.
Other than the foregoing, Alliance Boots Holdings Limited has no other directors or executive officers.
AB ACQUISITIONS UK HOLDCO 7 LIMITED
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL.
Aidan G. Clare
Present Principal Occupation: Group
Treasurer, Alliance Boots
Citizenship: Republic of Ireland
Martin C. Delve
Present Principal Occupation: Group
Financial Controller, Alliance Boots
Citizenship: United Kingdom
Frank Standish
Present Principal Occupation: Group
Company Secretary, Alliance Boots
Citizenship: Republic of Ireland
OFFICERS
Frank Standish is also the
Company Secretary.
Other than the foregoing, AB Acquisitions UK Holdco 7 Limited has no other directors or executive officers.
AB ACQUISITIONS LIMITED
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL.
Aidan G. Clare
Present Principal Occupation: Group
Treasurer, Alliance Boots
Citizenship: Republic of Ireland
Martin C. Delve
Present Principal Occupation: Group
Financial Controller, Alliance Boots
Citizenship: United Kingdom
Frank Standish
Present Principal Occupation: Group
Company Secretary, Alliance Boots
Citizenship: Republic of Ireland
OFFICERS
Frank Standish is also the
Company Secretary.
Other than the foregoing, AB Acquisitions Limited has no other directors or executive officers.
ALLIANCE BOOTS INTERNATIONAL LIMITED
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL.
Ornella Barra
Business Address: 24 Boulevard de
Ténao, Monte Carlo, 98000 Monaco
Present Principal Occupation: Executive Vice President, Walgreens Boots Alliance, Inc. and President and Chief
Executive Global Wholesale and International Retail
Citizenship: Monaco
George R. Fairweather
Present Principal Occupation:
Group Finance Director, Alliance Boots
Citizenship: United Kingdom
Kenneth Murphy
Present Principal Occupation: Executive
Vice President, Walgreens Boots Alliance, Inc. and President of Global Brands
Citizenship: United Kingdom
Marco Pagni
Present Principal Occupation: Group Legal
Counsel & Chief Administrative Officer, Alliance Boots
Citizenship: United Kingdom
Stefano Pessina
Business Address: 24 Boulevard de
Ténao, Monte Carlo, 98000 Monaco
Present Principal Occupation: Acting Chief Executive Officer, Walgreens Boots Alliance, Inc.
Citizenship: Monaco
Simon Roberts
Present Principal Occupation: Executive Vice President, Walgreens Boots Alliance, Inc. and President of Boots
Citizenship: United Kingdom
OFFICERS
Unless otherwise noted, the business address for each person listed below is Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL.
Frank Standish, Company Secretary
Present Principal
Occupation: Group Company Secretary, Alliance Boots
Citizenship: Republic of Ireland
Other than the foregoing, Alliance Boots International Limited has no other directors or executive officers.
ALLIANCE BOOTS LIMITED
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL.
Aidan G. Clare
Present Principal Occupation: Group
Treasurer, Alliance Boots
Citizenship: Republic of Ireland
Martin C. Delve
Present Principal Occupation: Group
Financial Controller, Alliance Boots
Citizenship: United Kingdom
George R. Fairweather
Present Principal Occupation:
Group Finance Director, Alliance Boots
Citizenship: United Kingdom
Frank Standish
Present Principal Occupation: Group
Company Secretary, Alliance Boots
Citizenship: Republic of Ireland
OFFICERS
Frank Standish is also the
Company Secretary.
Other than the foregoing, Alliance Boots Limited has no directors or executive officers.
AB ACQUISITIONS UK TOPCO LIMITED
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL.
Aidan G. Clare
Present Principal Occupation: Group
Treasurer, Alliance Boots
Citizenship: Republic of Ireland
Martin C. Delve
Present Principal Occupation: Group
Financial Controller, Alliance Boots
Citizenship: United Kingdom
Frank Standish
Present Principal Occupation: Group
Company Secretary, Alliance Boots
Citizenship: Republic of Ireland
OFFICERS
Frank Standish is also the
Company Secretary.
Other than the foregoing, AB Acquisitions UK Topco Limited has no other directors or executive officers.
AB ACQUISITIONS LUXCO 1 S.à r.l.
MANAGERS (GÉRANTS)
Unless otherwise noted, the business address for each person listed below is 59, rue de Rollinggergrund, L-2440 Luxembourg, Grand Duchy of Luxembourg. To the
knowledge of WBA all managers (gérants) listed below are citizens of the Grand Duchy of Luxembourg, except for Wolfgang Zettel and Stefan Lambert, each of whom is a citizen of the Federal Republic of Germany.
Wolfgang Zettel
Present Principal Occupation: Director,
AVEGA S.à r.l.
Stefan Lambert
Present
Principal Occupation: Director, AVEGA S.à r.l.
Simone Retter
Present Principal Occupation: Lawyer
Jean-Paul Goerens
Present Principal Occupation: Lawyer
ALLIANCE BOOTS GmbH
DIRECTORS
Stefano Pessina
Business Address: 24 Boulevard de Ténao, Monte Carlo, 98000 Monaco
Present Principal Occupation: Executive Vice Chairman Responsible for Strategy and Mergers and Acquisitions, Walgreens Boots Alliance, Inc.
Citizenship: Monaco
Ornella Barra
Business Address: 24 Boulevard de Ténao, Monte Carlo, 98000 Monaco
Present Principal Occupation: Executive Vice President, Walgreens Boots Alliance, Inc. and President and Chief Executive Global Wholesale and International
Retail
Citizenship: Monaco
George R. Fairweather
Business Address: Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL, United Kingdom
Present Principal Occupation: Group Finance Director, Alliance Boots
Citizenship: United Kingdom
Marco Pagni
Business Address: Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL, United Kingdom
Present Principal Occupation: Group Legal Counsel & Chief Administrative Officer, Alliance Boots
Citizenship: United Kingdom
Dominic P. Murphy
Business Address: Stirling Square, 7 Carlton Gardens, London SW1Y 5AD, United Kingdom
Present Principal Occupation: Individual Partner, Kohlberg Kravis Roberts & Co. Partners LLP.
Citizenship: Republic of Ireland
Mattia Caprioli
Business Address: Stirling Square, 7 Carlton Gardens, London SW1Y 5AD, United Kingdom
Present Principal Occupation: Individual Partner, Kohlberg Kravis Roberts & Co. Partners LLP.
Citizenship: Italy
Sergio DAngelo
Business Address: Stirling Square, 7 Carlton Gardens, London SW1Y 5AD, United Kingdom
Present Principal Occupation: Individual Partner, Kohlberg Kravis Roberts & Co. Partners LLP.
Citizenship: Italy
Gregory D. Wasson
Business Address: c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015
Present Principal Occupation: Former President and Chief Executive Officer, Walgreens Boots Alliance, Inc.
Citizenship: United States
Thomas J. Sabatino, Jr.
Business Address: c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015
Present Principal Occupation: Executive Vice President, Global Chief Legal and Administrative Officer and Corporate Secretary, Walgreens Boots Alliance, Inc.
Citizenship: United States
Robert Zimmerman
Business Address: c/o Walgreens Boots Alliance, Inc. Wilmot Road, Deerfield, Illinois 60015
Present Principal Occupation: Retired Senior Vice President International and International Chief Accounting Officer, Walgreen Co.
Citizenship: United States
Nick Land
Business Address: c/o Alliance Boots GmbH, Untermattweg 8, 3027 Bern, Switzerland
Present Principal Occupation: Company Director
Citizenship:
United Kingdom
Etienne Jornod
Business Address: c/o
Alliance Boots GmbH, Untermattweg 8, 3027 Bern, Switzerland
Present Principal Occupation: Executive Chairman, Galenica AG
Citizenship: Switzerland
Tony De Nunzio
Business Address: c/o Alliance Boots GmbH, Untermattweg 8, 3027 Bern, Switzerland
Present Principal Occupation: Senior Adviser to Kohlberg Kravis Roberts & Co.
Citizenship: United Kingdom
Christopher Britton
Business Address: c/o Alliance Boots GmbH, Untermattweg 8, 3027 Bern, Switzerland
Present Principal Occupation: Manager, B&B Capital Partners
Citizenship: United Kingdom
Frank Standish
Business Address: Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL, United Kingdom
Present Principal Occupation: Company Secretary, Alliance Boots
Citizenship: Republic of Ireland
WALGREENS SWISS INTERNATIONAL GmbH
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015.
Joseph H. Greenberg
Present Principal Occupation: Divisional Vice President, Corporate, M&A and Securities Law, Walgreen Co.
Citizenship: United States
Martin Häuselmann
Business Address: Gfeller + Partner AG, Amthausgasse 6, Postfach 619, 3000 Bern, Switzerland
Present Principal Occupation: Partner, Geffler+Partner AG
Citizenship: Switzerland
ONTARIO HOLDINGS WBA LIMITED
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA all directors listed below are citizens of the United States.
Joseph H. Greenberg
Present Principal Occupation:
Divisional Vice President, Corporate, M&A and Securities Law, Walgreen Co.
Jason Dubinsky
Present Principal Occupation: Assistant Treasurer, Walgreens Boots Alliance, Inc.
WALGREEN INTERNATIONAL S.à r.l.
MANAGERS (GÉRANTS)
Unless otherwise noted, the business address for each person listed below is 46A, Avenue J.F. Kennedy, Luxembourg, L-1855, Grand Duchy of Luxembourg.
Joseph H. Greenberg
Business Address: c/o Walgreens
Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015
Present Principal Occupation: Divisional Vice President, Corporate, M&A and
Securities Law, Walgreen Co.
Citizenship: United States
Jack Mudde
Present Principal Occupation: Deputy Managing
Director, TMF Luxembourg SA
Citizenship: The Netherlands
Gwenaelle Cousin
Present Principal Occupation: Team
Leader, TMF Luxembourg SA
Citizenship: France
SUPERIOR LUXCO 3 S.à r.l.
MANAGERS (GÉRANTS)
Unless otherwise noted, the business address for each person listed below is 46A, Avenue J.F. Kennedy, Luxembourg, L-1855, Grand Duchy of Luxembourg.
Joseph H. Greenberg
Business Address: c/o Walgreens
Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015
Present Principal Occupation: Divisional Vice President, Corporate, M&A and
Securities Law, Walgreen Co.
Citizenship: United States
Martha Caballero
Present Principal Occupation: Team
Leader, TMF Luxembourg SA
Citizenship: Mexico
Gwenaelle
Cousin
Present Principal Occupation: Team Leader, TMF Luxembourg SA
Citizenship: France
SUPERIOR LUXCO 2 S.à r.l.
MANAGERS (GÉRANTS)
Unless otherwise noted, the business address for each person listed below is 46A, Avenue J.F. Kennedy, Luxembourg, L-1855, Grand Duchy of Luxembourg.
Joseph H. Greenberg
Business Address: c/o Walgreens
Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015
Present Principal Occupation: Divisional Vice President, Corporate, M&A and
Securities Law, Walgreen Co.
Citizenship: United States
Jack Mudde
Present Principal Occupation: Deputy Managing
Director, TMF Luxembourg SA
Citizenship: The Netherlands
Gwenaelle Cousin
Present Principal Occupation: Team
Leader, TMF Luxembourg SA
Citizenship: France
SUPERIOR LUXCO 1 S.à r.l.
MANAGERS (GÉRANTS)
Unless otherwise noted, the business address for each person listed below is 46A, Avenue J.F. Kennedy, Luxembourg, L-1855, Grand Duchy of Luxembourg.
Joseph H. Greenberg
Business Address: c/o Walgreens
Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015
Present Principal Occupation: Divisional Vice President, Corporate, M&A and
Securities Law, Walgreen Co.
Citizenship: United States
Jack Mudde
Present Principal Occupation: Deputy Managing
Director, TMF Luxembourg SA
Citizenship: The Netherlands
Gwenaelle Cousin
Present Principal Occupation: Team
Leader, TMF Luxembourg SA
Citizenship: France
WALGREENS BOOTS ALLIANCE, INC.
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA all directors listed below are United States Citizens, except for Janice M. Babiak, who is a
citizen of the United States and the United Kingdom, Alan G. McNally, who is a citizen of Canada, Stefano Pessina, who is a citizen of Monaco, and Dominic Murphy, who is a citizen of the Republic of Ireland.
Janice M. Babiak
Present Principal Occupation: Former
Managing Partner, Ernst & Young LLP
David J. Brailer, MD
Present Principal Occupation: Chairman, Health Evolution Partners
Steven A. Davis
Present Principal Occupation: Former
Chairman and CEO, Bob Evans Farms, Inc.
William C. Foote
Present Principal Occupation: Former Chairman and CEO, USG Corporation
Mark P. Frissora
Present Principal Occupation: Former
Chairman and CEO, Hertz Global Holdings, Inc.
Ginger L. Graham
Present Principal Occupation: President and CEO, Two Trees Consulting
Alan G. McNally
Present Principal Occupation: Former
Chairman and Chief Executive Officer, Harris Bank
Dominic P. Murphy
Business Address: Stirling Square, 7 Carlton Gardens, London SW1Y 5AD, United Kingdom
Present Principal Occupation: Individual Partner, Kohlberg Kravis Roberts & Co. Partners LLP
Stefano Pessina
Business address: 24 Boulevard de
Ténao, Monte Carlo, 98000 Monaco
Present Principal Occupation: Acting Chief Executive Officer, Walgreens Boots Alliance, Inc.
Barry Rosenstein
Present Principal Occupation: Managing
Partner, JANA Partners LLC
Nancy M. Schlichting
Present Principal Occupation: CEO, Henry Ford Health System
Alejandro Silva
Present Principal Occupation: Chairman
and CEO, Evans Food Group, Inc.
James A. Skinner
Present Principal Occupation: Executive Chairman, Walgreens Boots Alliance, Inc.
OFFICERS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA all officers listed below are United States citizens, except for Alexander Gourlay and Simon
Roberts, who are a citizens of the United Kingdom, and Stefano Pessina and Ornella Barra, who are citizens of Monaco and Ken Murphy, who is a citizen of the Republic of Ireland.
James A. Skinner
Present Principal Occupation: Executive
Chairman, Walgreens Boots Alliance, Inc.
Stefano Pessina
Business Address: 24 Boulevard de Ténao, Monte Carlo, 98000 Monaco
Present Principal Occupation: Acting Chief Executive Officer, Walgreens Boots Alliance, Inc.
Ornella Barra
Business Address: 24 Boulevard de Ténao, Monte Carlo, 98000 Monaco
Present Principal Occupation: Executive Vice President of Walgreens Boots Alliance, Inc. and President and Chief Executive Global Wholesale and International
Retail
Jeffrey Berkowitz
Present Principal
Occupation: Executive Vice President, Walgreens Boots Alliance, Inc. and President of
Pharma and Global Market Access
Ken Murphy
Business Address: Sedley Place, 4th Floor,
361 Oxford Street, London W1C 2JL, United Kingdom
Present Principal Occupation: Executive Vice President, Walgreens Boots Alliance, Inc. and President of
Global Brands
Alexander Gourlay
Present Principal
Occupation: Executive Vice President, Walgreens Boots Alliance, Inc. and President, Walgreen Co.
Simon Roberts
Business Address: Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL, United Kingdom
Present Principal Occupation: Executive Vice President, Walgreens Boots Alliance and President of Boots
Timothy McLevish
Present Principal Occupation: Executive
Vice President and Chief Financial Officer, Principal Accounting Officer, and Treasurer, Walgreens Boots Alliance, Inc.
Thomas J. Sabatino, Jr.
Present Principal Occupation: Executive Vice President, Global Chief Legal and Administrative Officer and Corporate Secretary, Walgreens Boots
Alliance, Inc.
Timothy J. Theriault
Present
Principal Occupation: Executive Vice President and Global Chief Information Officer, Walgreens Boots Alliance, Inc.
Kathleen Wilson-Thompson
Present Principal Occupation: Executive Vice President and Global Chief Human Resources Officer, Walgreens Boots Alliance, Inc.
Exhibit 99.11
Walgreen Co.
108 Wilmot
Road
Deerfield, Illinois 60015
December 31, 2014
VIA EMAIL AND FAX
AmerisourceBergen Corporation
1300 Morris Drive
Chesterbrook, PA 19087
Attention: General Counsel
Fax: 610-727-3612
Alliance Boots GmbH
Untermattweg 8
3027, Bern
Switzerland
Attention: Marco Pagni, Group Legal
Counsel & Chief Administrative Officer
Email: Marco.Pagni@allianceboots.com
Ladies and Gentlemen:
This notice (the
Notice) is hereby delivered to AmerisourceBergen Corporation, a Delaware corporation (the Company), and Alliance Boots GmbH (Alliance Boots), a private limited liability company incorporated
under the laws of Switzerland, pursuant to Section 5.6 of the Framework Agreement, dated as of March 18, 2013 (as amended, supplemented or modified, as applicable, through the date hereof, the Agreement), among
(i) the Company, (ii) Walgreen Co., an Illinois corporation (Walgreens), and (iii) Alliance Boots. Capitalized terms used, but not otherwise defined, in this Notice have the meanings given to such terms in the
Agreement.
On October 17, 2014, Walgreens entered into an Agreement and Plan of Merger by and among Walgreens, Ontario Merger Sub,
Inc. (Merger Sub), an Illinois corporation and an indirect wholly owned subsidiary of Walgreens, and Walgreens Boots Alliance, Inc. (Walgreens Boots Alliance), a Delaware corporation and a direct wholly owned
subsidiary of Walgreens, pursuant to which, among other things, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Walgreens, with Walgreens surviving as a wholly owned subsidiary of Walgreens Boots Alliance
(the Reorganization). In the Reorganization, existing shares of Walgreens common stock will be converted automatically into shares of Walgreens Boots Alliance common stock on a one-to-one basis. Walgreens Boots Alliance will be a
successor registrant to Walgreens under the U.S. Securities Exchange Act of 1934, as amended.
This Notice constitutes notice that
Walgreens Boots Alliance will be, and will be deemed to be for all purposes under the Transaction Documents, Walgreens successor and each such Transaction Document will be binding upon and inure to the benefit of Walgreens Boots
Alliance (and its successors and permitted assigns) as successor to Walgreens. This Notice shall constitute the required notice under any such Transaction Document to the Company, Alliance Boots
or any of their respective affiliates required as a result of the Reorganization.
Please confirm your agreement to the foregoing by
signing the acknowledgement (the Acknowledgement) appended to this Notice and returning a copy to us.
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Very truly yours, |
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WALGREEN CO. |
|
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By: |
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/s/ Thomas J. Sabatino, Jr. |
Name: |
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Thomas J. Sabatino, Jr. |
Title: |
|
Executive Vice President, Chief Legal and
Administrative Officer and Secretary |
cc:
Cravath,
Swaine & Moore LLP
Worldwide Plaza
825 Eighth
Avenue
New York, NY 10019
Fax: 212-474-3700
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Attention: |
|
Damien R. Zoubek, Esq. |
|
|
Robert I. Townsend III, Esq. |
Darrois Villey Maillot Brochier
69 avenue Victor Hugo
75116 Paris
France
Fax: +33 1 45 02 49 59
|
|
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Attention: |
|
Me. Alain Maillot |
|
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Benjamin S. J. Burman, Esq. |
Andrew R. Brownstein, Esq.
Benjamin M. Roth, Esq.
Acknowledgement
The undersigned hereby acknowledges receipt of the Notice dated December 31, 2014 as adequate notice and confirms that AmerisourceBergen Corporation
accepts Walgreens Boots Alliance as a successor to Walgreens under the Transaction Documents.
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AMERISOURCEBERGEN CORPORATION |
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By: |
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/s/ John G. Chou |
Name: |
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John G. Chou |
Title: |
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Executive Vice President and General Counsel |
Acknowledgement
The undersigned hereby acknowledges receipt of the Notice dated December 31, 2014 as adequate notice and confirms that Alliance Boots GmbH accepts
Walgreens Boots Alliance as a successor to Walgreens under the Transaction Documents.
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ALLIANCE BOOTS GMBH |
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By: |
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/s/ Marco Pagni |
Name: |
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Marco Pagni |
Title: |
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Director |
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By: |
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/s/ Frank Standish |
Name: |
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Frank Standish |
Title: |
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Director |
Exhibit 99.12
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT, dated as of January 16, 2015, by and among (i) WAB Holdings LLC, a Delaware limited liability company
(WAB Holdings); (ii) Walgreens Pharmacy Strategies, LLC, an Illinois limited liability company (WPS); (iii) Bond Drug Company of Illinois, LLC, an Illinois limited liability company (Bond
Drug); (iv) Walgreen Eastern Co., Inc., a New York corporation (WEC); (v) Walgreen Arizona Drug Co., an Arizona corporation (WADC); (vi) Walgreen Hastings Co., a Nebraska corporation
(WHC); (vii) Walgreen International Investments LLC, a Delaware limited liability company (Walgreen International Investments); (viii) WBA Investments LLC, a Delaware limited liability company
(WBA Investments); (ix) Walgreen Co., an Illinois corporation (Walgreen); (x) Alliance Boots Luxembourg S.à r.l, a Luxembourg société à responsabilité
limitée (limited liability company) (AB Luxembourg); (xi) Alliance Boots Holdings Limited, a private limited liability company organized under the laws of England and Wales (AB Holdings);
(xii) AB Acquisitions UK Holdco 7 Limited, a private limited liability company organized under the laws of England and Wales (AB UK Holdco 7); (xiii) AB Acquisitions Limited, a private limited liability company organized
under the laws of England and Wales (AB Acquisitions); (xiv) Alliance Boots International Limited, a private limited liability company organized under the laws of England and Wales (AB International);
(xv) Alliance Boots Limited, a private limited liability company organized under the laws of England and Wales (AB Limited); (xvi) AB Acquisitions UK Topco Limited, a private limited liability company organized under the
laws of England and Wales (AB UK Topco); (xvii) AB Acquisitions Luxco 1 S.à r.l., a Luxembourg société à responsabilité limitée (limited liability company) (AB Luxco
1); (xviii) Alliance Boots GmbH, a Swiss Gesellschaft mit beschränkter Haftung (limited liability company) (Alliance Boots); (xix) Walgreen Swiss International GmbH, a Swiss Gesellschaft mit
beschränkter Haftung (limited liability company) (Walgreen Swiss); (xx) Ontario Holdings WBA Limited, a private limited liability company organized under the laws of England and Wales (Ontario);
(xxi) Walgreen International S.à r.l., a Luxembourg société à responsabilité limitée (limited liability company) (Walgreen International); (xxii) Superior Bermuda GP, a
Bermuda General Partnership (Superior Bermuda); (xxiii) Superior Luxco 3 S.à r.l., a Luxembourg société à responsabilité limitée (limited liability company) (Superior
Luxco 3); (xxiv) Walgreens Boots Alliance Scottish LP, a private limited partnership organized under the laws of England and Wales (WBA Scottish); (xxv) WBA 1 Scottish LLP, a private limited liability
partnership organized under the laws of England and Wales (WBA Scottish 1); (xxvi) Superior Luxco 2 S.à r.l., a Luxembourg société à responsabilité limitée (limited liability
company) (Superior Luxco 2); (xxvii) Superior Luxco 1 S.à r.l., a Luxembourg société à responsabilité limitée (limited liability company) (Superior Luxco 1);
(xxviii) Walgreen Investments Luxembourg SCS, a Luxembourg société en commandite simple (limited partnership) (Walgreen Investments Lux); (xxix) Walgreen Investments Co, a Delaware corporation
(WIC) ; and (xxx) Walgreens Boots Alliance, Inc. a Delaware Corporation (WBA). WAB Holdings, WPS, Bond Drug, WEC, WADC, WHC, Walgreen International Investments, WBA Investments, Walgreen, AB Luxembourg, AB
Holdings, AB UK Holdco, AB Acquisitions, AB International, AB Limited, AB UK Topco, AB Luxco 1, Alliance Boots, Walgreen Swiss, Ontario, Walgreen International, Superior Bermuda, Superior Luxco 2, WBA Scottish, WBA Scottish 1, Superior Luxco 3,
Superior Luxco 1, Walgreen Investments Lux and WBA are collectively referred to as the Reporting Persons.
WHEREAS,
each of the Reporting Persons beneficially owns (or may be deemed to beneficially own, as applicable) shares of common stock, par value $0.01 per share (Common Stock), of AmerisourceBergen Corporation, a Delaware corporation (the
Issuer); and
WHEREAS, the Reporting Persons may be deemed to constitute a group with respect to the
beneficial ownership of the Common Stock for purposes of Rule 13d-1 and Schedule 13D promulgated by the Securities and Exchange Commission.
NOW,
THEREFORE, the parties hereto agree as follows:
1. The Reporting Persons (collectively, the Reporting Group) shall prepare a single
statement containing the information required by Schedule 13D with respect to their respective interests in the Common Stock, including any amendments thereto (the Reporting Group Schedule 13D), and the Reporting Group Schedule
13D shall be filed on behalf of each of them.
2. Each member of the Reporting Group shall be responsible for the timely filing of the Reporting Group Schedule
13D and any necessary amendments thereto, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other party
contained therein, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
3. This Agreement shall
continue unless terminated by any party hereto.
4. Thomas J. Sabatino, Jr. shall be designated as the person authorized to receive notices and
communications with respect to the Reporting Group Schedule 13D and any amendments thereto.
5. This Agreement may be executed in counterparts, each of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.
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WAB HOLDINGS LLC |
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By: |
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/s/ Dan Morrell |
Name: |
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Dan Morrell |
Title: |
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Manager |
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By: |
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/s/ Jason Dubinsky |
Name: |
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Jason Dubinsky |
Title: |
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Manager |
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By: |
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/s/ Marco Pagni |
Name: |
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Marco Pagni |
Title: |
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Manager |
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By: |
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/s/ Gordon Farquhar |
Name: |
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Gordon Farquhar |
Title: |
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Manager |
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WALGREENS PHARMACY STRATEGIES, LLC |
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By: |
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/s/ John A. Mann |
Name: |
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John A. Mann |
Title: |
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Vice President |
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BOND DRUG COMPANY OF ILLINOIS, LLC |
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By: |
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/s/ John A. Mann |
Name: |
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John A. Mann |
Title: |
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Vice President |
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WALGREEN EASTERN CO., INC. |
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By: |
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/s/ John A. Mann |
Name: |
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John A. Mann |
Title: |
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Vice President |
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WALGREEN ARIZONA DRUG CO. |
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By: |
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/s/ John A. Mann |
Name: |
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John A. Mann |
Title: |
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Vice President |
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WALGREEN HASTINGS CO. |
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By: |
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/s/ John A. Mann |
Name: |
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John A. Mann |
Title: |
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Vice President |
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WALGREEN INTERNATIONAL INVESTMENTS LLC |
By: Walgreen Investments Co, Member |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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President |
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WBA INVESTMENTS, LLC |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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President |
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WALGREEN CO. |
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By: |
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/s/ John A. Mann |
Name: |
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John A. Mann |
Title: |
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Assistant Secretary |
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ALLIANCE BOOTS LUXEMBOURG S.à r.l |
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By: |
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/s/ Wolfgang Zettel |
Name: |
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Wolfgang Zettel |
Title: |
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Manager |
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By: |
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/s/ Jean-Paul Goerens |
Name: |
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Jean-Paul Goerens |
Title: |
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Manager |
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ALLIANCE BOOTS HOLDINGS LIMITED |
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By: |
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/s/ Frank Standish |
Name: |
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Frank Standish |
Title: |
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Director |
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AB ACQUISITIONS UK HOLDCO 7 LIMITED |
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By: |
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/s/ Frank Standish |
Name: |
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Frank Standish |
Title: |
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Director |
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AB ACQUISITIONS LIMITED |
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By: |
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/s/ Frank Standish |
Name: |
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Frank Standish |
Title: |
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Director |
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ALLIANCE BOOTS INTERNATIONAL LIMITED |
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By: |
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/s/ Marco Pagni |
Name: |
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Marco Pagni |
Title: |
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Director |
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ALLIANCE BOOTS LIMITED |
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By: |
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/s/ Frank Standish |
Name: |
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Frank Standish |
Title: |
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Director |
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AB ACQUISITIONS UK TOPCO LIMITED |
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By: |
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/s/ Frank Standish |
Name: |
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Frank Standish |
Title: |
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Director |
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AB ACQUISITIONS LUXCO 1 S.à r.l |
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By: |
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/s/ Wolfgang Zettel |
Name: |
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Wolfgang Zettel |
Title: |
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Manager |
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By: |
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/s/ Jean-Paul Goerens |
Name: |
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Jean-Paul Goerens |
Title: |
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Manager |
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ALLIANCE BOOTS GmbH |
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By: |
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/s/ Frank Standish |
Name: |
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Frank Standish |
Title: |
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Director |
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WALGREEN SWISS INTERNATIONAL GmbH |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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Director |
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ONTARIO HOLDINGS WBA LIMITED |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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Director |
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WALGREEN INTERNATIONAL S.à r.l |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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Manager |
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SUPERIOR BERMUDA GP |
By: Superior Luxco 3 S.à r.l, Partner |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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Manager |
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SUPERIOR LUXCO 3 S.à r.l |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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Manager |
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WALGREENS BOOTS ALLIANCE SCOTTISH LP |
By: Superior Luxco 1 S.à r.l, Partner |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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Manager |
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WBA 1 SCOTTISH LLP |
By: Superior Luxco 1 S.à r.l, Partner |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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Manager |
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SUPERIOR LUXCO 2 S.à r.l |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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Manager |
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SUPERIOR LUXCO 1 S.à r.l |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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Manager |
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WALGREEN INVESTMENTS LUXEMBOURG SCS |
By: WBA Investments, LLC, Partner |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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President |
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WALGREEN INVESTMENTS CO |
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By: |
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/s/ Joseph H. Greenberg |
Name: |
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Joseph H. Greenberg |
Title: |
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President |
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WALGREENS BOOTS ALLIANCE, INC. |
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By: |
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/s/ Thomas J. Sabatino, Jr. |
Name: |
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Thomas J. Sabatino, Jr. |
Title: |
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Executive Vice President, Global Chief Legal and Administrative Officer and Corporate Secretary |
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