M&A - Alliance Sante Participations S.A.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-07

Corporate Action: Merger

Type: New

Accession Number: 000110465925021851

Filing Summary: On March 6, 2025, Walgreens Boots Alliance, Inc. announced that it entered into a definitive Merger Agreement to be acquired by an entity affiliated with Sycamore Partners, L.P. The total consideration for the acquisition includes $11.45 per share of Common Stock in cash at closing and a non-transferable right (a 'DAP Right') to receive up to $3.00 per share from the future monetization of the Issuer's debt and equity interests in VillageMD. The agreement was approved following various discussions where Stefano Pessina indicated his potential participation should the board find it in the best interests of stockholders. Pessina engaged in discussions about rolling over some Common Stock shares as part of the transaction. The board's resolution allowed Pessina to explore terms concerning the potential rollover and keep the board informed. Following negotiations, terms of the reinvestment by the Reporting Persons were established. The Merger involves customary representations, warranties, and covenants, alongside several agreements to govern voting and reinvestment, which were executed immediately after the Merger Agreement.

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