Walgreens Shareholders Approve Completion Of Alliance Boots Purchase, Holding Company Reorganization

At a special meeting of shareholders held today, Walgreens shareholders voted to approve all proposals related to the company’s acquisition of the remaining 55% of Alliance Boots GmbH that it does not currently own and the reorganization of the company into a holding company structure.

Approximately 97% of the votes cast were in favor of the reorganization proposal (representing approximately 73% of the company’s outstanding common stock as of November 17, 2014, the record date for the special meeting), and approximately 97% of the votes cast were in favor of the share issuance proposal.

The companies launched a long-term strategic partnership in 2012, when Walgreens acquired a 45% equity ownership in Alliance Boots, with the option to proceed to a full combination by acquiring the remaining 55% of Alliance Boots. Walgreens exercised the option to acquire the remaining 55% of Alliance Boots in August 2014. The companies have received all regulatory approvals required to complete the transaction. With today’s shareholder approvals, Walgreens currently expected to complete the acquisition of Alliance Boots and the reorganization merger on December 31, subject to customary closing conditions.

The reorganization will result in Walgreens becoming a wholly owned subsidiary of Walgreens Boots Alliance, Inc., and shares of Walgreens common stock will be converted into shares of Walgreens Boots Alliance common stock on a one-for-one basis.

Walgreens Boots Alliance will be domiciled in the United States and headquartered in Deerfield, IL. Shares of Walgreen Boots Alliance common stock will be listed on The Nasdaq Stock Market and will trade under the ticker symbol, WBA.