Item 2.01. Completion of Acquisition or Disposition of Assets.
On June 1, 2021, Walgreens Boots Alliance, Inc. (the "Company") completed the
previously announced sale pursuant to the Share Purchase Agreement, dated
January 6, 2021 (the "Share Purchase Agreement"), with AmerisourceBergen
Corporation ("AmerisourceBergen"). Pursuant to the terms and subject to the
conditions set forth in the Share Purchase Agreement, AmerisourceBergen
purchased (the "Transaction") the majority of the Company's Alliance Healthcare
business (the "Business") for approximately $6.5 billion, comprised of
$6.275 billion in cash, subject to certain purchase price adjustments, and
2,000,000 shares of AmerisourceBergen common stock. After giving effect to the
Transaction, the Company beneficially owns approximately 28.4% of
AmerisourceBergen's outstanding common stock, $0.01 par value per share (based
on the number of shares of common stock outstanding as of April 30, 2021, as
represented by AmerisourceBergen in the most recent Form 10-Q filed by
AmerisourceBergen on May 5, 2021) plus the 2,000,000 shares of common stock
transferred to the Company's subsidiary upon consummation of the Transaction. As
a result of such ownership, pursuant to the A&R Shareholders Agreement (as
defined below), the Company is entitled to appoint one member of the board of
directors of AmerisourceBergen.
In connection with the closing of the Transaction, the previously announced
three-year extension through 2029 of the U.S. pharmaceutical distribution
agreement between the Company and AmerisourceBergen became effective. Pursuant
to the U.S. pharmaceutical distribution agreement, the Company's branded and
generic pharmaceutical products are sourced from AmerisourceBergen in the U.S.
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
was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company
on January 8, 2021 and is 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, AmerisourceBergen or any of their respective subsidiaries or
Item 1.01. Entry into a Material Definitive Agreement.
In connection with the closing of the Transaction, the Company and
AmerisourceBergen also entered 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
March 18, 2013 (the "Existing Shareholders Agreement"). The A&R Shareholders
Agreement, among other things, increases by 1% the percentage of outstanding
AmerisourceBergen common stock which the Company and its affiliates are
permitted to hold.
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 A&R
Shareholders Agreement, which is filed as Exhibit 10.1 hereto.
Item 7.01. Regulation FD Disclosure
On June 2, 2021, the Company issued a press release announcing the completion of
the Transaction, a copy of which is furnished as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The following unaudited pro forma consolidated condensed financial statements of
the Company and accompanying notes giving effect to the Transaction are filed
herewith as Exhibit 99.2 and are incorporated herein by reference:
- Unaudited pro forma consolidated condensed statements of earnings for the
fiscal years ended August 31, 2020, August 31, 2019 and August 31, 2018.
No pro forma consolidated condensed statement of earnings for the period ended
February 28, 2021 or related balance sheet as of February 28, 2021 are provided
in this report, as the Business was presented as discontinued operations in the
interim financial statements included in the Company's Quarterly Report on Form
10-Q for the period ended February 28, 2021, filed on March 31, 2021.
10.1 Amended and Restated AmerisourceBergen Shareholders Agreement, dated
as of June 1, 2021, between AmerisourceBergen Corporation and
Walgreens Boots Alliance, Inc.
99.1 Press Release issued by Walgreens Boots Alliance, Inc. on June 2,
99.2 Unaudited Pro Forma Consolidated Condensed Financial Statements
104 Cover Page Interactive Data File (formatted as inline XBRL)
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