WBA Walgreens Boots Alliance Inc

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 affiliates.