Walgreens 2014 Annual Report Download - page 104

Item 9B. Other Information
Walgreens Boots Alliance, Inc.
Walgreens Boots Alliance, Inc. is a new corporation incorporated on September 2, 2014 under the laws of
Delaware and is a direct wholly-owned subsidiary of Walgreens. To date, Walgreens Boots Alliance has not
conducted any activities other than those incident to its formation and the matters contemplated by the
Reorganization Merger Agreement (described below). Walgreens Boots Alliance currently has no material assets,
operations, revenues or cash flows.
Reorganization Merger Agreement
On October 17, 2014, Walgreens entered into an Agreement and Plan of Merger (the Reorganization Merger
Agreement) by and among Walgreens, Ontario Merger Sub, Inc., an Illinois corporation and indirect wholly
owned subsidiary of Walgreens (Merger Sub), and Walgreens Boots Alliance. The Reorganization Merger
Agreement provides that Merger Sub will merge with and into Walgreens (the Reorg Merger), with Walgreens
surviving the Reorg Merger as a wholly owned subsidiary of Walgreens Boots Alliance. At the effective time of
the Reorg Merger, issued and outstanding shares of Walgreens common stock will be converted automatically
into the right to receive shares of Walgreens Boots Alliance common stock, on a one-for-one basis. Walgreens
shareholders will own the same number of shares of Walgreens Boots Alliance common stock as they own of
Walgreens common stock immediately prior to the completion of the Reorg Merger, and, after taking into
account the completion of the second step transaction, such shares will represent the same ownership percentage
of Walgreens Boots Alliance as they would have of Walgreens immediately following the completion of the
second step transaction without the Reorg Merger.
The completion of the Reorg Merger depends on the satisfaction or waiver of several conditions, including
the following:
• adoption of the Reorganization Merger Agreement and approval of the Reorg Merger by Walgreens
shareholders;
• no law, statute, rule or regulation, order, judgment, writ, injunction, decree, settlement or stipulation
exists or has been enacted, entered, promulgated or enforced by any governmental authority, which
prohibits or makes illegal the completion of the Reorg Merger;
• receipt of necessary regulatory approvals, licenses and third party consents;
• the satisfaction or waiver of each of the conditions to closing set forth in the Purchase and Option
Agreement with respect to the second step transaction, and written confirmation by each of the parties
to the Purchase and Option Agreement that each such party stands ready to, and will, consummate the
second step transaction immediately following the consummation of the Reorg Merger;
• the registration statement on Form S-4 filed by Walgreens Boots Alliance in connection with the
issuance of Walgreens Boots Alliance common stock in the Reorg Merger shall have become effective
under the Securities Act, as amended, and there shall be no stop order suspending such effectiveness
and no proceeding for such purpose shall be pending before or threatened by the SEC;
• the approval of the listing of Walgreens Boots Alliance common stock to be issued in connection with
the Reorg Merger on such national stock exchanges as determined by Walgreens; and
• the receipt by Walgreens of an opinion from Wachtell, Lipton, Rosen & Katz to the effect that the
Reorg Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal
Revenue Code of 1956, as amended (the Code) and/or a transaction described in Section 351 of the
Code.
Walgreens may terminate the Reorganization Merger Agreement at any time, even after adoption by Walgreens’
shareholders, if Walgreens’ board of directors determines to do so. In addition, the Reorganization Merger
Agreement will automatically terminate upon the termination of the Purchase and Option Agreement prior to the
completion of the second step transaction.
96