UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under § 240.14a-12

WALGREENS BOOTS ALLIANCE, INC.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

No fee required

 

Fee paid previously with preliminary materials

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 


This Schedule 14A relates solely to preliminary communications made prior to furnishing security holders of Walgreens Boots Alliance, Inc. (the “Company”) with a definitive proxy statement and a transaction statement on Schedule 13E-3 related to a proposed transaction with Blazing Star Parent, LLC, a Delaware limited liability company (“Parent”), and Blazing Star Merger Sub, Inc., a Delaware corporation (“Merger Sub”), upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of March 6, 2025, by and among the Company, Parent and Merger Sub.

Senior Leader Meeting Presentation


LOGO

Senior Leaders Meeting March 6, 2025© 2025 Walgreens Boots Alliance, Inc. All rights reserved.


LOGO

Legal DisclaimersAdditional Information and Where to Find It In connection with the proposed transaction between Walgreens Boots Alliance, Inc. (the “Company”) and affiliates of Sycamore Partners Management, L.P. (“Sycamore Partners”), the Company will file with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A relating to its special meeting of stockholders, which will be mailed to the Company’s stockholders, and the Company and certain affiliates of the Company will jointly file a transaction statement on Schedule 13E-3. The Company may file or furnish other documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY TRANSACTION OTHER RELEVANT . DOCUMENTS FILED BY THE COMPANY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, SYCAMORE PARTNERS AND THE PROPOSED website Stockholders at investor may obtain .walgreensbootsalliance free copies of the .proxy com under statement the link and “Financials the Schedule and 13E Filings” -3 (when and then available) under and the other link “SEC documents Filings” the or by Compa contacting ny files the with Company’s the SEC from Investor the SEC’s Relations website team at by www e-mail .sec at .gov Investor or through .Relations@wba the Investors .com portion . of the Company’s Participants in the Solicitationand The executive Company and officers its directors is contained and in executive the Company’s officers proxy may be statement deemed for to be its participants 2025 annual in meeting the solicitation of stockholders of proxies filed from with the the Co SEC mpany’s on December stockholders 13, 2024 in connection (https://www with.sec the .gov/ix?doc=/Archives/edgar/data/1618921/000155837024016214/tmb proposed transaction. Information regarding the Company’s directors -20250130xdef14a.htm) under the sections entitled “Corporate governance,” “Security ownership of certain beneficial owners and management” and “Executive compensation.” To the extent that holdings of the Company’s securities have changed since the amounts set forth in the Company’s proxy statement for its 2025 annual meeting of stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their interests will be contained in the proxy statement and other relevant materials to be filed with the SEC relating to the proposed transaction. These documents can be obtained (when available) free of charge from the sources indicated above. Forward-Looking StatementsThis communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, such as statements regarding our expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the use of forward-looking “intend,” terminology “long-term,” such “may,” as “accelerate,” “model,” “ongoing,” “aim,” “ambition,” “opportunity,” “anticipate,” “outlook,” “approximate,” “plan,” “position,” “aspire,” “possible,” “assume,” “potential,” “believe,” “predict,” “can,” “continue,” “preliminary,” “could,” “project,” “create,” “seek,” “enable,” “should,” “estimate,” “strive,” “expect,” “target,” “extend,” “transform,” “forecast,” “trend,” “future,” “vision,” “goal,” “will,” “guidance,” “would,” and variations of these terms or other similar expressions, although not all forward-looking statements contain these words. Such statements include, but are not limited to, statements regarding the proposed transaction, our ability to consummate the proposed transaction on the expected timeline or at all, the anticipated benefits of the proposed transaction, and the terms, the impact of the proposed transaction on our future business, results of operations and financial condition and the scope of the expected financing in connection with the proposed transaction. Forward-looking statements are based on current estimates, assumptions and beliefs and are subject to known and unknown risks and uncertainties, many of which completed are beyond in our a timely control, manner that may or at cause all; (ii) actual the ability results of to affiliates vary materially of Sycamore from those Partners indicated to obtain by such the necessary forward-looking financing statements arrangements . Such set risks forth and in uncertainties the commitment include, letters but received are not limited in connection to: (i) the with risk the that proposed the proposed transaction; transaction (iii) the may failure not be to satisfy any of the conditions to the consummation of the proposed transaction, including the receipt of certain regulatory approvals and stockholder approval; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the transaction agreements, including in circumstances requiring the Company to pay a termination fee; (v) the effect of the announcement or pendency of the proposed transaction on the Company’s business relationships, operating results and business generally; (vi) the risk that the proposed transaction disrupts the Company’s current plans and operations; (vii) the Company’s ability to retain and hire key personnel and maintain relationships with key resulting business from partners the proposed and customers, transaction; and (x) others potential with litigation whom it does relating business; to the (viii) proposed risks related transaction to diverting that could management’s be instituted at against tention the from parties the Company’s to the transaction ongoing agreements business operations; or their respective (ix) significant directors, or unexpected managers costs, or officers, charges including or expenses the effects of any outcomes related thereto; (xi) uncertainties related to the continued availability of capital and financing and rating agency actions; (xii) certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xiii) uncertainty as to timing of completion of the proposed transaction; (xiv) the risk that the holders of Divested Asset Proceed Rights will receive less-than-anticipated payments or no payments with respect to the Divested Asset Proceed Rights after the closing of the proposed transaction and that such rights will expire valueless; (xv) the impact of adverse general and industry-specific economic and market statements conditions; and as a (xvi) result other of new risks information, described in future the Company’s developments filings or with otherwise, the SEC except . Forward as required looking statements by law. All forward included—looking herein statements are made only in this as of communication the date hereof are and qualified the Company in their does entirety not undertake by this cautionary any obligation statement to update . any forward-looking © 2025 Walgreens Boots Alliance, Inc. All rights reserved.


LOGO

Found Best Possible Partner to Help Achieve our ObjectivesOur turnaround will take time and Trusted brands and commitment to relentless focus stakeholders will continue to anchor our business Better positioned to realize goal of being first choice for pharmacy, retail and Board concluded that a transaction with health services Sycamore maximizes shareholder value Strengthens the value we deliver to team members, patients, communities and shareholders© 2025 Walgreens Boots Alliance, Inc. All rights reserved.


LOGO

An Introduction to Our New PartnersSycamore Partners: A leading private equity firm specializing in retail and consumer investments• Sycamore has a long history of collaborating with management teams to grow the value of businesses • Sycamore’s established leadership in retail and consumer services + WBA’s expertise in healthcare will be a strong combination• Sycamore brings objective outside perspectives and a track record of successful investments in retailers navigating change© 2025 Walgreens Boots Alliance, Inc. All rights reserved.


LOGO

What This Means for Our Team MembersSycamore recognizes and appreciates our global team members• Transaction expected to close in the fourth quarter calendar year 2025• Until then, we remain a public company and will continue to operate with excellence• Day-to-day responsibilities remain the same; continue to do what you do best — serving our customers, patients and communities• Post-close, we will:• Operate under Walgreens, Boots and our trusted portfolio of consumer brands• Maintain global headquarters in Chicagoland, with dedicated team members in our various locations around the world• Continue contributing to communities in which we operate© 2025 Walgreens Boots Alliance, Inc. All rights reserved.


LOGO

Your Role as LeadersYou set the tone and influence how your team members and other stakeholders respondEmphasize that our Remind team members Remain confident, Don’t speculate on priorities remain the to focus on day-to-day positive and forward- anything you don’t same responsibilities looking about the know and don’t news, and encourage deviate from approved them to do the same messagingYou will receive a toolkit to support and guide your conversations with team members© 2025 Walgreens Boots Alliance, Inc. All rights reserved.


LOGO

Important Protocol RemindersIf you receive a media inquiry, please forward the inquiry to Stay on message. It is important that you do not media@wba.com. If you receive an inquiry from an external add or alter materials in any way, including by stakeholder for which
you do not have a response, or you offering any personal opinions. would like to send an external party anything beyond what was provided, please contact your EC leader and wait to receive You must receive approval for third-party explicit permission before taking any action. Do not reply to communications beyond the materials any inquiries – including from the media – until you receive provided. No one, under any circumstance, instruction. should communicate with stakeholders regarding the transaction beyond preapproved We are pausing speaking engagements. For the foreseeable materials provided. future, no one is authorized to participate in any form of public speaking engagement, unless explicitly approved. All speaking engagements must be re-evaluated and approved by corporate communications. We will re-evaluate this policy once we have reached certain milestones in the transaction process. Additional information on these protocols are also included in the toolkit that you will receive. © 2025 Walgreens Boots Alliance, Inc. All rights reserved.


LOGO

Legal Do’s and Don’ts1 Current WBA GovernanceContinue to Operate Business As Usual• Continue to operate the business in ordinary course, consistent with past practice• Continue to deliver value for patients and customers • Continue to drive towards current business performance objectives• Continue to follow existing governance process• Preserve business relationships with suppliers, payors, customers, etc.• Applies to all WBA businesses (US and International)ExceptionsNew Governance Approvals Required from Sycamore for Certain Key Matters• Examples include:• Changes in material contracts • Buying/selling certain assets• Change in real estate plan • Cash and CapEx monitoring• IT system implementations • Enter/exit line of business2 Transaction GovernanceException Request Process Operating Governance TransactionCommittee (“OGC”) Execution Committee (“TEC”)• Escalate exceptions to WBA Leadership Team • Actions required to be completed to close the • SteerCo to review and transaction seek approval with Sycamore • WBA Leadership Team responsible for meeting deal requirements• Execution of requirements responsibility of respective corporate team leaders


LOGO

This Announcement is the First StepAs we reach key milestones, we will For now, all speaking engagements communicate directly are also paused If you receive a media inquiry, please Regular updates will be made on forward the inquiry to WBAWW and WCONNECT with media@wba.com resourcesIf you receive an inquiry from an Holding U.S. Town Hall and a series of external stakeholder, please contact Town Halls for our global team your EC leader and wait to receive members – please encourage teams explicit permission before taking any to attend! action© 2025 Walgreens Boots Alliance, Inc. All rights reserved.


LOGO

Thank you© 2025 Walgreens Boots Alliance, Inc. All rights reserved.


Walgreens Boots Alliance (NASDAQ:WBA)
Graphique Historique de l'Action
De Fév 2025 à Mar 2025 Plus de graphiques de la Bourse Walgreens Boots Alliance
Walgreens Boots Alliance (NASDAQ:WBA)
Graphique Historique de l'Action
De Mar 2024 à Mar 2025 Plus de graphiques de la Bourse Walgreens Boots Alliance