Walgreens Announces Intention to List Walgreens Boots Alliance Shares on Nasdaq Following Completion of Holding Company Reorg...
December 19 2014 - 3:15PM
Business Wire
Company intends to delist and deregister common
stock from NYSE and CHX
Walgreen Co. (NYSE: WAG) (Nasdaq: WAG) announced today that it
intends to apply to list the shares of Walgreens Boots Alliance,
Inc. common stock on The Nasdaq Stock Market LLC under the ticker
symbol “WBA” following the closing of the previously announced
reorganization of Walgreens into a holding company structure
pursuant to a merger of a wholly owned subsidiary of Walgreens with
and into Walgreens (the “Reorg Merger”), in which issued and
outstanding shares of Walgreens common stock, par value $0.078125
per share, will be converted automatically into the right to
receive shares of Walgreens Boots Alliance common stock, par value
$0.01 per share, on a one-for-one basis, and the acquisition of the
remaining 55 percent of Alliance Boots GmbH that it does not
currently own. Listing will be subject to the closing of the Reorg
Merger and to Walgreens Boots Alliance fulfilling all of the
listing requirements of the Nasdaq Stock Market.
Walgreens also announced today that it has notified the New York
Stock Exchange (NYSE) and the Chicago Stock Exchange (CHX) of its
intention to voluntarily withdraw its common stock from listing on
both the NYSE and the CHX and from registration under Section 12(b)
of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) in respect of such exchanges upon the closing of the Reorg
Merger. Walgreens proposed delisting is contingent upon the closing
of the Reorg Merger, which is subject to, among other conditions,
the receipt of shareholder approval. To effect the delisting,
Walgreens expects to file a Form 25 in respect of such exchanges
with the Securities and Exchange Commission. Walgreens reserves the
right to delay the filing of the Form 25 or to withdraw such filing
for any reason prior to its effectiveness, including, without
limitation, in the event that the Reorg Merger is delayed or is not
completed for any reason.
Walgreens decision to withdraw its common stock from listing on
the NYSE and the CHX and from registration under the Exchange Act
in respect of such exchanges and to list shares of Walgreens Boots
Alliance common stock solely on The Nasdaq Stock Market LLC was
based on its determination that, following the completion of the
Reorg Merger, shares of Walgreens Boots Alliance common stock
should trade on a single national securities exchange in order to,
among other things, reduce the administrative costs and burdens
associated with maintaining the listing on multiple national
securities exchanges.
About Walgreens
As the nation's largest drugstore chain with fiscal 2014 sales
of $76 billion, Walgreens (www.walgreens.com) vision is to be
America’s most loved pharmacy-led health, wellbeing and beauty
enterprise. Each day, in communities across America, more than 8
million customers interact with Walgreens using the most
convenient, multichannel access to consumer goods and services and
trusted, cost-effective pharmacy, health and wellness services and
advice. Walgreens scope of pharmacy services includes retail,
specialty, infusion, medical facility and mail service, along with
online and mobile services. These services improve health outcomes
and lower costs for payers including employers, managed care
organizations, health systems, pharmacy benefit managers and the
public sector. The company operates 8,229 drugstores with a
presence in all 50 states, the District of Columbia, Puerto Rico
and the U.S. Virgin Islands. Walgreens digital business includes
Walgreens.com, drugstore.com, Beauty.com, SkinStore.com and
VisionDirect.com. Walgreens also manages more than 400 Healthcare
Clinic and provider practice locations around the country.
Important Information for Investors and Shareholders
In connection with the proposed transactions between Walgreen
Co. (“Walgreens”) and Alliance Boots GmbH, Walgreens Boots
Alliance, Inc. (“WBA”) has filed with the SEC a registration
statement on Form S-4 and two amendments thereto, as well as a
definitive prospectus of WBA and a definitive proxy statement of
Walgreens in connection with the proposed transactions. The
registration statement, as amended was declared effective by the
SEC on November 24, 2014, and the definitive proxy
statement/prospectus was mailed to Walgreens’ shareholders on or
about November 24, 2014. INVESTORS AND SECURITY HOLDERS OF
WALGREENS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND OTHER DOCUMENTS RELATING TO THE TRANSACTIONS THAT HAVE
BEEN OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTIONS. Investors and security holders will be able to obtain
free copies of the registration statement and the definitive proxy
statement/prospectus and other documents filed with the SEC by
Walgreens or WBA through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by
Walgreens or WBA will be available free of charge on Walgreens’
internet website at www.walgreens.com under the heading “Investor
Relations” and then under the heading “SEC Filings” or by
contacting Walgreens’ Investor Relations Department at (847)
315-2361.
Participants in the Solicitation
Walgreens, Alliance Boots GmbH, WBA and their respective
directors, executive officers and certain other members of
management and employees may be deemed to be participants in the
solicitation of proxies from the holders of Walgreens common stock
in respect of the proposed transactions. You can find information
about Walgreens’ directors and executive officers in Walgreens’
Annual Report on Form 10-K for the year ended August 31, 2014, as
amended. Additional information regarding the persons who are,
under the rules of the SEC, participants in the solicitation of
proxies in favor of the proposed transactions is set forth in the
definitive proxy statement/prospectus. You can obtain free copies
of these documents, which are filed with the SEC, from Walgreens
using the contact information above.
WalgreensMichael Polzin,
847-315-2920http://news.walgreens.com@WalgreensNewsfacebook.com/Walgreens
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