Shareholders in Nasdaq-listed Walgreens Boots Alliance (WBA) have approved the takeover bid from US investors Sycamore Partners Management, a private equity firm specializing in retail, consumer and distribution-related investments.
Under the terms of the agreement, WBA shareholders will receive US$11.45 per share in cash and one non-transferable Divested Asset Proceeds Right to receive up to an additional US$3.00 in cash per share from the future monetization of WBA’s debt and equity interests in VillageMD, which includes the Village Medical, Summit Health and CityMD businesses.
The total value of the transaction represents up to US$23.7bn based on the cash consideration, DAP Right, plus net debt, capital leases, present value of opioid liability and Everly settlement, less fair value of all equity investments.
“With Sycamore’s partnership, we will be better positioned to accelerate our turnaround strategy, further enhance the customer, patient and team member experience and become the first choice for pharmacy, retail and health services,” said Tim Wentworth, CEO of WBA.
Advisors
Centerview Partners is financial advisor, Kirkland & Ellis is legal advisor and Ropes & Gray is healthcare regulatory counsel to WBA. Morgan Stanley was also a financial advisor, and provided a fairness opinion to the WBA board.
UBS is lead financial advisor, Goldman Sachs and JP Morgan are co-lead financial advisors, Citi and Wells Fargo are financial advisors, Davis, Polk & Wardwell is legal counsel and Bass Berry & Sims is healthcare regulatory counsel to Sycamore Partners.
Press release: Walgreens Boots Alliance Shareholders Overwhelmingly Approve Transaction with Sycamore Partners | Walgreens Boots Alliance, Inc.
