Walgreens in Acquisition of Remaining Alliance Boots Interest

Cleary Gottlieb is representing Goldman, Sachs & Co., financial advisor to Walgreen Co., the largest drug store chain in the United States, in its acquisition of the remaining 55% equity interest in Alliance Boots, a leading international pharmacy-led health and beauty group, that it does not already own pursuant to an option obtained at the time of its initial acquisition of a 45% equity interest in Alliance Boots. Walgreen Co. exercised its option to complete the second step of this strategic transaction ahead of the original option period. The transaction will create the first global pharmacy-led, health and wellbeing enterprise. Cleary Gottlieb previously represented Goldman, Sachs & Co. as financial advisor to Walgreen Co. in the initial acquisition.

The consideration for the second step of the transaction is valued at approximately $5.29 billion in cash and approximately 144.3 million shares of stock, plus the assumption of the outstanding debt of Alliance Boots. Completion of the second step, which is subject to various regulatory approvals and approval by the shareholders of Walgreen Co., is expected to take place in the first quarter of 2015.