Item 1.01. Entry into a Material Definitive Agreement.
Share Purchase Agreement
On
Pursuant to the terms and subject to the conditions set forth in the Share
Purchase Agreement, AmerisourceBergen will purchase the majority of the
Company's Alliance Healthcare business (the "Business") for approximately
The foregoing description of the Share Purchase Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the full text of the Share Purchase Agreement, which is
filed as Exhibit 2.1 hereto and incorporated herein by reference. The
representations, warranties and covenants in the Share Purchase Agreement were
made solely for the benefit of the parties to the Share Purchase Agreement for
the purpose of allocating contractual risk between those parties, and do not
establish these matters as facts. Investors should not rely on the
representations, warranties and covenants as characterizations of the actual
state of facts or condition of the Company,
A&R Shareholders Agreement
In connection with the closing of the Transaction, the Company and
AmerisourceBergen will enter into an Amended and Restated Shareholders Agreement
(the "A&R Shareholders Agreement"), which amends and restates in its entirety
the existing Shareholders Agreement of AmerisourceBergen, dated
The foregoing description of the changes between the Existing Shareholders Agreement and the A&R Shareholders Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of A&R Shareholders Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 7.01.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Description 2.1 Share Purchase Agreement, dated as ofJanuary 6, 2021 , by and betweenWalgreens Boots Alliance, Inc. , and AmerisourceBergen Corporation* 10.1 Form of Amended and Restated AmerisourceBergen Shareholders Agreement, between AmerisourceBergen Corporation andWalgreens Boots Alliance, Inc. 99.1 Press Release issued byWalgreens Boots Alliance, Inc. onJanuary 6, 2021 104 Cover Page Interactive Data File (formatted as inline XBRL) * Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) ofRegulation S-K andWalgreens Boots Alliance, Inc. agrees to furnish supplementally to theSecurities and Exchange Commission a copy of any omitted schedule and/or exhibit upon request.
Cautionary Note Regarding Forward-Looking Statements
All statements in this report that are not historical including, without limitation, those regarding estimates of and goals for future tax, financial and operating performance and results, the expected execution and effect of our business strategies, the potential impacts on our business of the spread and effects of the COVID-19 pandemic, our cost-savings and growth initiatives, pilot programs, strategic partnerships and initiatives, the closing of the sale of certain pharmaceutical wholesale operations to AmerisourceBergen, and restructuring activities and the amounts and timing of their expected impact and the delivery of annual cost savings are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as "expect," "likely," "outlook," "forecast," "preliminary," "pilot," "would," "could," "should," "can," "will," "project," "intend," "plan," "goal," "guidance," "target," "aim," "continue," "sustain," "synergy," "transform," "accelerate," "model," "long-term," "on track," "on schedule," "headwind," "tailwind," "believe," "seek," "estimate," "anticipate," "upcoming," "to come," "may," "possible," "assume," and variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions, known or unknown, that could cause actual results to vary materially from those indicated or anticipated, including, but not limited to, those relating to the spread and impacts of COVID-19, the impact of private and public third-party payers' efforts to reduce prescription drug reimbursements, fluctuations in foreign currency exchange rates, the timing and magnitude of the impact of branded to generic drug conversions and changes in generic drug prices, our ability to realize synergies and achieve financial, tax and operating results in the amounts and at the times anticipated, the inherent risks, challenges and uncertainties associated with forecasting financial results of large, complex organizations in rapidly evolving industries, particularly over longer time periods, and during periods with increased volatility and uncertainties, our supply, commercial and framework arrangements and transactions with AmerisourceBergen and their possible effects, the risks associated with the company's equity method investment in AmerisourceBergen, circumstances that could give rise to the termination, cross-termination or modification of any of our contractual obligations, the amount of costs, fees, expenses and charges incurred in connection with strategic transactions, whether the costs and charges associated with restructuring initiatives will exceed estimates, our ability to realize expected savings and benefits from cost-savings initiatives, restructuring activities and acquisitions and joint ventures in the amounts and at the times anticipated, the timing and amount of any impairment or other charges, the timing and severity of cough, cold and flu season, risks relating to looting and vandalism in regions in which we operate and the scope and magnitude of any property damage, inventory
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loss or other adverse impacts, risks related to pilot programs and new business
initiatives and ventures generally, including the risks that anticipated
benefits may not be realized, changes in management's plans and assumptions, the
risks associated with governance and control matters, the ability to retain key
personnel, changes in economic and business conditions generally or in
particular markets in which we participate, changes in financial markets, credit
ratings and interest rates, the risks relating to the terms, timing, and
magnitude of any share repurchase activity, the risks associated with
international business operations, including the risks associated with the
withdrawal of the
We do not undertake, and expressly disclaim, any duty or obligation to update publicly any forward-looking statement after the date of this release, whether as a result of new information, future events, changes in assumptions or otherwise.
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