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Walgreens shareholders approve Boots merger

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DEERFIELD, Ill. — Walgreen Co. shareholders have approved the company’s plan to acquire the remaining interest in strategic global partner Alliance Boots GmbH.

Walgreen Co. shareholders have approved the company’s plan to acquire the remaining interest in strategic global partner Alliance Boots GmbH.

In a special meeting Monday morning, Walgreens shareholders voted to approve all proposals related to the company’s acquisition of the 55% of Alliance Boots that it doesn’t own and the reorganization of Walgreen Co. into a U.S.-based public holding company called Walgreens Boots Alliance Inc.

Walgreens said 97% of the votes cast were in favor of the proposals for reorganization and the issuance of Walgreens Boots Alliance shares. That percentage represents about 73% of the Walgreens’ outstanding common stock as of Nov. 17, the record date for the special meeting, the company noted.

With the reorganization, Walgreens becomes a wholly owned subsidiary of Walgreens Boots Alliance, and Walgreens common stock will be converted into shares of Walgreens Boots Alliance common stock on a one-for-one basis.

Walgreens Boots Alliance will be based in Deerfield, Ill., the current headquarters of Walgreen Co. Shares of Walgreen Boots Alliance common stock will be listed on Nasdaq and trade under the ticker symbol WBA.

The approval of the Alliance Boots transaction also is slated to bring about the departure of Walgreens president and chief executive officer Greg Wasson, who earlier this month informed the board that he plans to retire soon after the close of the second step of the Alliance Boots transaction.

Following Wasson’s retirement, plans call for Walgreens chairman James Skinner to become Walgreens Boots Alliance’s executive chairman, and Stefano Pessina, executive chairman of Alliance Boots and a member of the Walgreens board, to serve as its acting CEO, pending a board search for a successor. William Foote is slated to serve as the lead independent director of the Walgreens Boots Alliance board.

In early August, Walgreens announced that it exercised its option to complete the second part of its transaction with Alliance Boots and to form Walgreens Boots Alliance.

Walgreens unveiled the two-part agreement to acquire Alliance Boots in June 2012 and completed the first step of the deal that August, buying a 45% equity stake in Alliance Boots for $4 billion in cash and 83.4 million shares of Walgreens common stock, or about $6.7 billion in total. In the second step of the transaction, Walgreens purchased the rest of Alliance Boots for £3.133 billion, or about $5 billion, in cash and more than 144.3 million shares, or about $10 billion, of Walgreens common stock.

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