Walgreens 2014 Annual Report Download - page 32

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The Company may waive one or more of the conditions to the second step transaction.
Each of the conditions to the Company’s obligations to complete the second step transaction may be waived, in
whole or in part, by the Company, to the extent permitted by applicable law. Our Board of Directors will evaluate
the materiality of any waiver to determine whether amendment of the proxy statement/prospectus filed in
connection with the Transactions and resolicitation of proxies is necessary. If our Board of Directors determines
that a waiver is not significant enough to require resolicitation of its shareholders’ proxies, it will have the
discretion to complete the second step transaction without seeking further shareholder approval. Because certain
conditions will not be satisfied prior to the date of the Walgreen’s Special Meeting of Shareholders at which the
shareholders will vote to approve the Transactions (the Special Meeting), there is a risk that our Board of
Directors may waive a condition without shareholder approval.
Certain of the Company’s directors and executive officers may have interests in the Transactions that are
different from, or in addition to, the interests of the Company’s shareholders generally.
Certain of the Company’s directors and executive officers may have material financial interests in the
Transactions that are different from, or in addition to, the interests of the Company’s shareholders generally.
Moreover, by virtue of their share ownership in the Company (which share ownership will increase upon the
completion of the second step transaction), the Sellers, which include KKR & Co. L.P. (KKR) and certain of its
affiliates (the KKR Investors) and Stefano Pessina and certain of his affiliates (the SP Investors), may have the
power to influence our affairs and the outcome of matters required to be submitted to shareholders for
approval. The SP Investors and/or the KKR Investors may have interests that differ from those of holders of our
common stock generally, which could give rise to conflicts of interest, including:
• conflicts between the SP Investors and/or the KKR Investors and other shareholders, whose interests
may differ with respect to our strategic direction or significant corporate transactions; and
• conflicts related to corporate opportunities that could be pursued by us, on the one hand, or by the SP
Investors and/or the KKR Investors, on the other hand, notwithstanding that the SP Investors are subject to
certain non-compete restrictions under the shareholders agreement we entered into with the SP Investors and
the KKR Investors on August 2, 2012 (as amended, the Company Shareholders Agreement).
Whether or not the second step transaction is completed, the announcement and prospect of the successful
completion of the second step transaction could cause disruptions in the businesses of the Company and/or
Alliance Boots, which could have material adverse effects on our business and financial results.
Whether or not the second step transaction is completed, the announcement and prospect of the successful
completion of the second step transaction could cause disruptions in the businesses of the Company and/or
Alliance Boots. For example, some current and prospective employees may experience uncertainty about their
future roles within the combined company, which may adversely affect the Company’s and Alliance Boots’
abilities to retain or recruit key managers and other employees. If the Company and Alliance Boots fail to
manage these risks effectively, our business and financial results could be materially adversely affected.
If there are significant, unforeseen difficulties in integrating the business operations of Alliance Boots, they
could adversely affect our business, financial condition and results of operations, and the price of our
common stock.
If the second step transaction is completed, we intend, to the extent possible, to further integrate the operations of
Alliance Boots. Our goal in integrating these operations is to increase revenues through enhanced growth
opportunities and achieve cost savings by taking advantage of the anticipated synergies of consolidation.
However, we may encounter difficulties further integrating Alliance Boots’ operations with ours, resulting in a
delay or the failure to achieve the anticipated synergies, including expected increases in earnings and cost
savings. If such difficulties are significant, they could have a material adverse impact on our business, financial
condition and results of operations and the price of our common stock.
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