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DEERFIELD, Ill. — At a brief special meeting held in New York City in late December, Walgreen Co. shareholders voted overwhelmingly to approve the drug chain’s acquisition of the remaining 55% of Alliance Boots GmbH that it did not previously own.
At a brief special meeting held in New York City in late December, Walgreen Co. shareholders voted overwhelmingly to approve the drug chain’s acquisition of the remaining 55% of Alliance Boots GmbH that it did not previously own.
The proposals related to the combination of the two companies that shareholders approved included the reorganization of Walgreens into a holding company structure and the issuance of shares in the new company, Walgreens Boots Alliance.
Upon closing of the deal, the transaction will fully combine the two companies to form "the first global pharmacy-led, health and well-being enterprise," Walgreens said in a statement following the December 29 meeting.
Walgreens said roughly 97% of the shareholder votes cast were in favor of the acquisition and reorganization proposal, and these shares represented approximately 73% of the company’s outstanding common stock as of the November 17, 2014, record date for the special meeting.
The statement noted that the companies also have received all regulatory approvals required to complete the deal, which, as of presstime, was expected to close on December 31, "subject to the satisfaction of customary closing conditions."
Walgreens Boots Alliance will be domiciled in the United States and operate from its headquarters in Deerfield, Ill. Shares of Walgreens Boots Alliance will be listed on the NASDAQ stock market and trade under the ticker symbol "WBA." Shares of Walgreens common stock will be converted into shares of Walgreens Boots Alliance common stock on a one-for-one basis.
Walgreens chief executive officer Greg Wasson, who had held that position for six years, announced in mid-December that he planned to retire from the new company when the deal was completed or shortly after.
Stefano Pessina, executive chairman of Alliance Boots, will serve as acting CEO while the board conducts a search for a successor to Wasson.
Walgreens chairman James Skinner will become executive chairman of Walgreens Boots Alliance, and William Foote will serve as the lead independent director of the Walgreens Boots Alliance board of directors.
The companies launched a long-term strategic partnership in June 2012, when Walgreens acquired a 45% equity ownership in Alliance Boots. Walgreens also had an option to proceed to a full combination by acquiring the remaining 55% of Alliance Boots as the second step in the deal. Walgreens exercised the option to acquire the 55% stake of Alliance Boots in August 2014.
