Walgreens Boots Alliance Sells Shares of AmerisourceBergen Corporation for $694 Million of Initial Proceeds

Transaction Highlights

• Walgreens Boots Alliance announces the sale of shares of AmerisourceBergen Corporation pursuant to variable prepaid forward transactions executed in reliance on Rule 144 for current proceeds of approximately $644 million and, depending on the stock price at the time, potentially additional proceeds at maturity, along with a concurrent share repurchase by AmerisourceBergen of approximately $50 million
• Variable prepaid forward transactions provide liquidity while maintaining ability to participate in potential stock price appreciation
• Proceeds to Walgreens Boots Alliance will be used primarily for debt paydown and general corporate purposes
• No changes to ongoing collaboration and long-term strategic partnership
• Variable prepaid forward transactions provide no dilutive impact on Walgreens Boots Alliance’s adjusted EPS from the sale until the contracts mature in the fourth quarter of fiscal year 2025

DEERFIELD, Ill.--(BUSINESS WIRE)--Walgreens Boots Alliance, Inc. (Nasdaq: WBA) today announced that it has sold shares of AmerisourceBergen Corporation (NYSE: ABC) (“AmerisourceBergen”) common stock pursuant to variable prepaid forward transactions executed in reliance on Rule 144 of the Securities Act of 1933, as amended, for current proceeds of approximately $644 million. In addition, and subject to the closing of the Rule 144 transaction, Walgreens Boots Alliance entered into a concurrent share repurchase by AmerisourceBergen for proceeds of approximately $50 million.

Walgreens Boots Alliance’s ownership of AmerisourceBergen’s common stock has decreased as a result of the concurrent share repurchase by AmerisourceBergen but remains at approximately 17%.

Walgreens Boots Alliance’s ownership of AmerisourceBergen’s common stock has not been impacted by the entry into the variable prepaid forward transactions. The entry into the variable prepaid forward contracts provides Walgreens Boots Alliance with current liquidity while allowing it to maintain voting and dividend rights in the AmerisourceBergen common stock, as well as the ability to participate in potential stock price appreciation during the term of the contracts. The contracts are scheduled to settle starting in the fourth quarter of fiscal year 2025, at which time Walgreens Boots Alliance intends to deliver 4,590,000 shares of AmerisourceBergen common stock in the aggregate to the counterparties to the contracts, and may receive additional proceeds up to $204 million depending on the stock price at the time.

Proceeds to Walgreens Boots Alliance will be used primarily for debt paydown and general corporate purposes.

The sale has no impact on the long-term partnership between the two companies. Walgreens Boots Alliance remains fully committed to the strategic, mutually beneficial relationship with AmerisourceBergen, which has been a strong and trusted partner since 2013. Chief Operating Officer, International of Walgreens Boots Alliance, Ornella Barra, will continue to serve on AmerisourceBergen’s Board of Directors.

About Walgreens Boots Alliance

Walgreens Boots Alliance (Nasdaq: WBA) is an integrated healthcare, pharmacy and retail leader serving millions of customers and patients every day, with a 170-year heritage of caring for communities.

A trusted, global innovator in retail pharmacy with approximately 13,000 locations across the U.S., Europe and Latin America, WBA plays a critical role in the healthcare ecosystem. The company is reimagining local healthcare and well-being for all as part of its purpose – to create more joyful lives through better health. Through dispensing medicines, improving access to a wide range of health services, providing high quality health and beauty products and offering anytime, anywhere convenience across its digital platforms, WBA is shaping the future of healthcare.

WBA employs more than 325,000 people and has a presence in nine countries through its portfolio of consumer brands: Walgreens, Boots, Duane Reade, the No7 Beauty Company, Benavides in Mexico and Ahumada in Chile. Additionally, WBA has a portfolio of healthcare-focused investments located in several countries, including China and the U.S.

The company is proud of its contributions to healthy communities, a healthy planet, an inclusive workplace and a sustainable marketplace. WBA has been recognized for its commitment to operating sustainably: the company is an index component of the Dow Jones Sustainability Indices (DJSI) and was named to the 100 Best Corporate Citizens 2022.

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