M&A - Walgreens Boots Alliance, Inc.

Form Type: PRER14A

Filing Date: 2025-05-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525119658

Filing Summary: Walgreens Boots Alliance, Inc. (WBA) is holding a special meeting of stockholders to consider a proposal for a merger with Blazing Star Parent, LLC, resulting in WBA becoming a wholly-owned subsidiary of Parent. The merger will involve the conversion of each outstanding share of WBA common stock into cash amounting to $11.45 and one divested asset proceed right (DAP Right). The Board unanimously recommends approval of the merger agreement, alongside proposals for adjournment to solicit additional proxies and nonbinding advisory compensation arrangements for named executive officers related to the merger. Approval requires majority votes from both total stock and unaffiliated stockholders. Detailed risk factors and further information are provided, alongside contact details for proxy assistance.

Form Type: SC 13E3/A

Filing Date: 2025-05-14

Corporate Action: Merger

Type: Update

Accession Number: 000119312525119692

Filing Summary: Walgreens Boots Alliance, Inc. is involved in a proposed merger with Blazing Star Parent, LLC, which will result in the company becoming a wholly owned subsidiary of the Parent. The Merger Agreement, dated March 6, 2025, outlines that each share of Walgreens' common stock will be converted into a right to receive $11.45 in cash along with one Divested Asset Proceed Right. The merger agreement is motivated by the intention to effectively privatize Walgreens. The company is soliciting proxies for a Special Meeting to approve the merger, which requires majority votes from both overall shareholders and unaffiliated shareholders. The Board has determined the merger to be fair and in the best interests of shareholders. The approval process involves complex agreements, including a Voting Agreement among the shareholders with significant voting power. This merger may alter the operational structure of Walgreens significantly, alongside a potential delisting of its common stock after the merger closes.

Form Type: DEFA14A

Filing Date: 2025-05-09

Corporate Action: Merger

Type: New

Accession Number: 000119312525116880

Filing Summary: Walgreens Boots Alliance, Inc. has filed a preliminary proxy statement in relation to a proposed transaction with Blazing Star Parent, LLC and Blazing Star Merger Sub, Inc. The merger agreement, dated March 6, 2025, outlines the conditions under which the transaction will be executed. CEO Tim Wentworth emphasized the importance of engaging customers and expressed confidence in shareholder support for the merger following the conclusion of a 'go shop' period, during which no credible alternatives emerged. The filing follows efforts to respond to comments from the SEC in order to move towards a definitive proxy statement and scheduling a shareholder meeting. The expected timeline for the merger closing remains by the end of the year, contingent upon SEC clearance and shareholder approval. The document includes forward-looking statements regarding the potential impacts of the merger and associated risks that may affect the outcome of the transaction and the future of the company.

Form Type: DEFA14A

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000119312525116076

Filing Summary: Walgreens Boots Alliance, Inc. has filed a preliminary proxy statement in connection with a proposed merger with Blazing Star Parent, LLC and Blazing Star Merger Sub, Inc. The transaction, facilitated by Sycamore Partners, is viewed as a significant opportunity for value creation and growth. CEO Tim Wentworth highlighted the importance of the partnership and emphasized confidence in the deal's progress, indicating no credible alternative interests arose during the go-shop period. The filing of preliminary proxy materials marks a crucial milestone in the transaction process, with plans for a shareholder vote expected in the summer of 2025. The overall timeline remains on track for a closing by year-end, with ongoing efforts to secure shareholder support and respond to SEC comments on the proxy. Additional details regarding the stakeholders involved and the potential impact of the merger are also outlined, cautioning possible delays or risks related to financing and regulatory approvals.

Form Type: DEFA14A

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000119312525081491

Filing Summary: Walgreens Boots Alliance, Inc. has filed a preliminary proxy statement related to a proposed merger with Blazing Star Parent, LLC and Blazing Star Merger Sub, Inc. under an Agreement and Plan of Merger dated March 6, 2025. This filing is part of the standard procedural steps required prior to obtaining shareholder approval at a special meeting. The company anticipates closing the merger in the fourth quarter of 2025, contingent on regulatory approvals and shareholder consent. Key points discussed include the impacts on team members, reassurance on business continuity, and the next steps for obtaining necessary approvals. The proxy statement aims to provide shareholders with vital information about the transaction and instructions on how to vote their shares.

Form Type: DEFA14A

Filing Date: 2025-04-14

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525080165

Filing Summary: Walgreens Boots Alliance, Inc. has filed a preliminary proxy statement related to a proposed acquisition by Sycamore Partners. This document outlines preliminary communications prior to providing security holders with a definitive proxy statement. The merger agreement dated March 6, 2025, highlights the arrangement between Walgreens Boots Alliance, Blazing Star Parent, LLC, and Blazing Star Merger Sub, Inc. The communication emphasizes the importance of stockholders reviewing the proxy statement and related documents for important information regarding the acquisition. It also indicates that the company may file or furnish additional documents concerning the transaction. Stockholders are encouraged to access the documents from the SEC website or the company's investor relations page. The filing indicates that certain executives and directors may be involved in the proxy solicitation process.

Form Type: PREM14A

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525079580

Filing Summary: Walgreens Boots Alliance, Inc. has filed a preliminary proxy statement in connection with a special meeting of stockholders to be held regarding the proposed merger with Blazing Star Parent, LLC and its wholly owned subsidiary, Blazing Star Merger Sub, Inc. According to the Merger Agreement, which was entered into on March 6, 2025, Merger Sub will merge with Walgreens, making Walgreens a wholly owned subsidiary of Parent. Each share of Walgreens common stock outstanding prior to the merger is set to be canceled and converted into the right to receive $11.45 in cash and one divested asset proceed right (DAP Right). The proposal requires a majority vote from both the total outstanding shares as well as from unaffiliated stockholders, ensuring fair treatment of interests during the process. The document also outlines the voting procedures, implications of potential adjournments, and provides a detailed breakdown of shareholder rights to appraisal in case they oppose the merger, along with a recommendation from the board for stockholders to vote in favor of the merger agreement. Additional details include advisory votes on executive compensation related to the merger and the methods for stockholders to participate in the vote, emphasizing importance in ensuring their votes are cast to avoid adverse effects on the merger approval.

Form Type: SC 13E3

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525079623

Filing Summary: Walgreens Boots Alliance, Inc. is filing this Transaction Statement pursuant to Section 13(e) of the Securities Exchange Act of 1934 in relation to its planned merger with Blazing Star Parent, LLC and Blazing Star Merger Sub, Inc. According to an agreement dated March 6, 2025, the merger entails Blazing Star Merger Sub merging with Walgreens Boots Alliance, resulting in Walgreens surviving as a wholly owned subsidiary of Blazing Star Parent. Shareholders will receive $11.45 cash per share and a divested asset proceed right. The transaction has garnered support from stakeholders owning 17% of the voting power, who have agreed to vote in favor of the merger. The board of directors, with certain recused members, has also unanimously recommended adoption of the merger proposal. A preliminary proxy statement is being filed simultaneously with this document to solicit shareholder votes regarding the merger.

Form Type: DEFA14A

Filing Date: 2025-03-19

Corporate Action: Merger

Type: New

Accession Number: 000119312525057819

Filing Summary: Walgreens Boots Alliance, Inc. is preparing to enter a definitive proxy statement regarding a proposed merger with Blazing Star Parent, LLC and Blazing Star Merger Sub, Inc. The merger is governed under an Agreement and Plan of Merger dated March 6, 2025. While the announcement indicates a significant development for the company, operations remain unchanged until the required approvals are obtained, anticipated in the fourth quarter of the current calendar year. Stakeholders are advised to continue focusing on their daily responsibilities without distractions from this announcement. The company emphasizes that further details and important information will be provided through necessary filings with the SEC as they become available, urging investors to read the related documentation carefully once filed.

Form Type: DEFA14A

Filing Date: 2025-03-17

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525055609

Filing Summary: Walgreens Boots Alliance, Inc. has entered into an agreement to be acquired by Sycamore Partners, a private equity firm, aiming to transition the company into a private entity. Stefano Pessina, the current Chairman, will remain a significant owner of Walgreens post-transaction. The transaction is part of Walgreens' strategy to transform its business and will include its international brands such as No7 Beauty Company. Walgreen anticipates the deal will strengthen partnerships and enhance brand offerings while maintaining operations as a public company until the transaction is finalized, expected in late 2025. Key steps remain before closure, requiring shareholder approval and certain regulatory clearances. Alongside, additional communications will be issued to provide comprehensive details as they unfold.

Form Type: DEFA14A

Filing Date: 2025-03-14

Corporate Action: Merger

Type: Update

Accession Number: 000119312525054791

Filing Summary: Walgreens Boots Alliance, Inc. has filed a Schedule 14A Proxy Statement related to a proposed merger transaction with Blazing Star Parent, LLC and Blazing Star Merger Sub, Inc., established through an Agreement and Plan of Merger dated March 6, 2025. The CEO, Tim Wentworth, expresses optimism about the future of the company amid this transition and reassures employees of ongoing updates and transparency. The proxy statement is intended to provide stockholders with critical information about the proposed merger, which will be reviewed during a special meeting. The document outlines the importance of the merger for the company's future and encourages shareholders to read the definitive proxy statement and transaction statement upon availability, emphasizing the need for informed decision-making. It also discloses that the company will be filing additional documents with the SEC as part of the ongoing process and highlights the risks, uncertainties, and forward-looking statements associated with the merger.

Form Type: DEFA14A

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000119312525053903

Filing Summary: On March 6, 2025, Walgreens Boots Alliance, Inc. entered into a merger agreement with Blazing Star Parent, LLC, and Blazing Star Merger Sub, Inc., relating to a transaction designed to transition Walgreens Boots Alliance into a private company under the management of Sycamore Partners. This proposed merger aims to accelerate the company’s turnaround strategy, positioning it as a leader in pharmacy, retail, and health services. The communication serves as a preliminary proxy statement before a definitive proxy statement and transaction statement on Schedule 13E-3 are provided to the company’s stockholders. The company will subsequently file additional documents with the SEC regarding this transaction, advising stockholders to thoroughly read the available materials for crucial information.

Form Type: DEFA14A

Filing Date: 2025-03-12

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525052913

Filing Summary: Walgreens Boots Alliance, Inc. (WBA) has entered into an agreement to be acquired by Sycamore Partners, a private equity firm specializing in retail and consumer investments. The transaction, which is expected to close in the fourth quarter of 2025, is subject to regulatory approvals and customary closing conditions. Once completed, WBA will become a private company, including all international businesses and brands, such as Boots and the No7 Beauty Company. Significant ownership will be retained by Stefano Pessina, WBA's executive chairman, who will reinvest with Sycamore. WBA's management and operational structures will remain intact until the transaction closes, ensuring continuity of leadership and strategy during the transition. The planned acquisition aims to provide increased agility and focus on enhancing customer and employee experiences across the company's business segments, emphasizing ongoing transformation efforts in the UK and Ireland.

Form Type: DEFA14A

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000119312525051937

Filing Summary: Walgreens Boots Alliance, Inc. (the 'Company') has filed a preliminary proxy statement in connection with a proposed merger transaction involving Blazing Star Parent, LLC and Blazing Star Merger Sub, Inc. This transaction is set forth in the Agreement and Plan of Merger dated March 6, 2025. The document outlines additional slides intended to supplement prior investor presentations. Importantly, all shareholders of Walgreens Boots Alliance will be entitled to one DAP Right per share upon closing, with specific provisions for net proceeds and conditions related to the monetization of VillageMD assets. The Company warns of numerous risks inherent in completing the transaction, including obtaining regulatory approvals and meeting stockholder conditions. Information is provided on potential financial impacts and participants in the proxy solicitation, indicating that Company directors and executive officers may be part of the transaction discussions. The statement encourages stockholders to review the upcoming definitive proxy statement and other relevant documents when available, emphasizing the importance of understanding the ramifications of the proposed merger.

Form Type: DEFA14A

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525051939

Filing Summary: Walgreens Boots Alliance, Inc. has announced an agreement to be acquired by Sycamore Partners, a private equity firm, marking a significant shift as the company transitions to private ownership. The announcement highlights the reinvestment agreement allowing Stefano Pessina, a key figure in WBA's strategy, to retain a significant ownership stake post-acquisition. Sycamore Partners' investment signifies confidence in WBA's future, focusing on enhancing customer experience across its various brands including Boots and No7 Beauty Company. The transaction is aimed at facilitating further transformations within the company while maintaining current operations without immediate change. Expected finalization of the deal is projected for Q4 2025, with a continued commitment to working with stakeholders and adhering to existing operational agreements. Further details will be provided through definitive proxy statements and transaction filings with the SEC.

Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525050096

Filing Summary: On March 6, 2025, Walgreens Boots Alliance, Inc. entered into a Merger Agreement with Blazing Star Parent, LLC and its subsidiary, where Merger Sub will be merged with and into Walgreens Boots Alliance, Inc., effectively making it a wholly owned subsidiary of Parent. Shareholders will receive $11.45 in cash per common share and a Divested Asset Proceed Right. The Merger Agreement includes customary representations and covenants, with pre-closing transactions and conditions for closing, such as stockholder approvals and regulatory clearances. A 35-day 'go-shop' provision allows the Company to solicit higher Acquisition Proposals. Termination rights and fees are specified, including a $560 million termination fee if the agreement is terminated under certain conditions. Financing commitments of $2.5 billion in equity and substantial debt financing from multiple institutions have been secured for the deal. A voting agreement was also established among specified holders to approve the merger, demonstrating support from 17% of voting shareholders.

Form Type: DEFA14A

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525050088

Filing Summary: Walgreens Boots Alliance, Inc. has agreed to be acquired by Sycamore Partners, a leading private equity firm specializing in retail and consumer investments. The acquisition involves all WBA International businesses and brands, including Boots. The company assures customers that their pharmacy and provider relationships, store operations, services, and products will remain unchanged throughout the transaction. A definitive proxy statement will be filed with the SEC, and the company urges stockholders to read it and other relevant documents carefully when available. Forward-looking statements regarding the transaction highlight expectations, risks, and uncertainties associated with completing the acquisition and its impact on the company's operations and future strategy.

Form Type: DEFA14A

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525050097

Filing Summary: On March 6, 2025, Walgreens Boots Alliance, Inc. entered into a Merger Agreement with Blazing Star Parent, LLC and its wholly owned subsidiary, Blazing Star Merger Sub, Inc., under which Merger Sub will merge with and into Walgreens Boots, resulting in Walgreens Boots becoming a wholly owned subsidiary of Parent. Each share of Walgreens Boots stock will be converted into a right to receive $11.45 in cash and additional rights related to a divested asset. The agreement includes customary representations, warranties, and covenants, and details the treatment of various equity awards within the company. Certain conditions must be met before closing the merger, including shareholder approval. A 35-day 'go-shop' period is included to allow for other acquisition proposals. Termination rights are specified, along with associated fees, including a $560 million termination fee from Parent to Walgreens Boots in specified circumstances, and a range of financings are outlined to support the merger.

Form Type: DEFA14A

Filing Date: 2025-03-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525048973

Filing Summary: Walgreens Boots Alliance, Inc. has entered into an agreement with Sycamore Partners to merge and transition into a private company. The deal is part of a broader turnaround strategy aimed at enhancing the company's offerings in pharmacy, retail, and health services. The merger is scheduled to close in the fourth quarter of the 2025 calendar year, during which time Walgreens Boots Alliance will continue operating as a public entity. Company leadership emphasizes maintaining focus on customer service and executing current operational plans while preparing for the merger. Additionally, the document indicates that a definitive proxy statement and related transaction filings are forthcoming, which will provide crucial details for stockholders regarding the proposed transaction and its implications.

Form Type: DEFA14A

Filing Date: 2025-03-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525048977

Filing Summary: Walgreens Boots Alliance, Inc. is in the process of proposing a merger with Blazing Star Parent, LLC and Blazing Star Merger Sub, Inc. under the terms of an Agreement and Plan of Merger dated March 6, 2025. This document details preliminary communications with stockholders regarding this proposed transaction, which will be formally addressed in a definitive proxy statement to be filed with the SEC. The merger is positioned as a means to maximize shareholder value and is backed by Sycamore Partners, a private equity firm with experience in retail and consumer investments. The expected close of the transaction is in the fourth quarter of calendar year 2025, and until then, the company will continue operating as a public entity. The communication emphasizes the ongoing responsibilities of team members and reassures employees about their roles post-merger. Additionally, important governance protocols are defined, highlighting changes in governance approvals required from Sycamore for key matters, while maintaining business operations as usual with existing performance objectives.

Form Type: DEFA14A

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525048978

Filing Summary: Walgreens Boots Alliance, Inc. has entered into a definitive agreement to be taken private by Sycamore Partners, a private equity firm. This acquisition is expected to better position Walgreens Boots Alliance as a leading choice for pharmacy, retail, and health services. The transaction is outlined in an Agreement and Plan of Merger dated March 6, 2025, which involves Blazing Star Parent, LLC and Blazing Star Merger Sub, Inc. A definitive proxy statement will be filed with the SEC for a special meeting of stockholders regarding the transaction, and stockholders are encouraged to review all related documents once available. Walgreens anticipates leveraging this transition to accelerate its turnaround strategy while maintaining its focus on delivering high-quality services to customers and communities. The document further emphasizes the importance of securing necessary financing and regulatory approvals and outlines potential risks related to the completion of the acquisition.

Form Type: DEFA14A

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525048982

Filing Summary: Walgreens Boots Alliance, Inc. has announced a proposed acquisition by Sycamore Partners, a private equity firm, through a merger involving Blazing Star Parent, LLC and Blazing Star Merger Sub, Inc. The deal is based on an Agreement and Plan of Merger dated March 6, 2025. Walgreens intends to maintain its customer service and operations post-acquisition, ensuring that pharmacy and provider relationships remain unchanged. The company has stated that it will file a definitive proxy statement and a transaction statement related to this merger, urging stockholders to read these documents thoroughly as they will contain essential details regarding the acquisition.

Form Type: DEFA14A

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525048984

Filing Summary: Walgreens Boots Alliance, Inc. (WBA) has entered into an agreement to be acquired by Sycamore Partners, a private equity firm specializing in retail and consumer investments. This acquisition is positioned to accelerate WBA's turnaround strategy, aiming to transform the company into a private entity and improve operations without immediate changes for stakeholders. It is anticipated that the acquisition will close in the fourth quarter of 2025. Current operations will remain intact, and stakeholders are encouraged to remain focused on their responsibilities during this transition period. Full details about the acquisition will be provided once the definitive proxy statement and transaction statement are filed with the SEC.

Form Type: DEFA14A

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525048986

Filing Summary: Walgreens Boots Alliance, Inc. has announced a significant acquisition agreement with Sycamore Partners, whereby shareholders will receive $11.45 per share in cash along with a right to potentially receive up to $3.00 in cash for each share based on future monetization of the VillageMD business after the transaction closes, expected in the fourth quarter of calendar year 2025. The company will continue to operate normally until closing, and there are assurances that day-to-day operations, compensation and benefits for employees will remain unchanged during this period. The company emphasizes its commitment to maintaining its well-recognized Walgreens and Boots brands post-acquisition. The acquisition aims to leverage Sycamore's expertise and resources to enhance Walgreens' position in the quickly evolving retail pharmacy environment and accelerate its turnaround strategy. Throughout the acquisition process, Walgreens will maintain its public company status until the transaction is completed, and employees are encouraged to focus on serving customers and supporting the company's ongoing initiatives.

Form Type: DEFA14A

Filing Date: 2025-03-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525048988

Filing Summary: Walgreens Boots Alliance, Inc. is initiating a proposed transaction with Blazing Star Parent, LLC and Blazing Star Merger Sub, Inc. under an Agreement and Plan of Merger dated March 6, 2025. This transaction intends to transition Walgreens Boots Alliance into a privately held entity in partnership with Sycamore Partners, aiming to enhance operational focus and success while diminishing public company distractions. Communications with stakeholders will continue as the process unfolds, emphasizing the continued commitment to community, patients, and customers throughout this transitional phase. The company will file a definitive proxy statement and a transaction statement with the SEC shortly, providing important details for stockholders regarding the implications of the merger.

Form Type: DEFA14A

Filing Date: 2025-03-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525049933

Filing Summary: The document outlines preliminary communications concerning a proposed merger between Walgreens Boots Alliance, Inc. and affiliates of Sycamore Partners Management, L.P. called Parent and Merger Sub. The merger is aimed at securing the future of Walgreens, amid significant industry changes and increased competition from companies like Amazon and Walmart. Tim Wentworth emphasizes the importance of this transaction in mitigating risks and ensuring sustainable growth for the company. Shareholders are expected to benefit from this deal, which promises $11.45 in cash upon closing and potential future monetization from other assets. Management expresses confidence in the merger as a strategic move that will provide necessary resources to enhance the company's position in the retail healthcare market. The transaction is anticipated to close in the fourth quarter of 2025, pending regulatory approvals. Key messages include a commitment to ongoing communication with stakeholders and the assurance that Walgreens will continue operating under its existing brand amidst the transition, maintaining a focus on long-term viability and growth.

Form Type: DEFA14A

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525049994

Filing Summary: Walgreens Boots Alliance, Inc. has announced that it has entered into an agreement to be acquired by Sycamore Partners, a US-based private equity firm, marking the transition towards becoming a private company. This decision comes with the consent of the Board, with notable shareholder Stefano Pessina entering a reinvestment agreement that allows him to remain a significant owner post-transaction. The acquisition involves Walgreens Boots Alliance's international businesses, including Boots and No7 Beauty Company. The management expresses confidence in Sycamore as a capable partner for further business transformation and enhancement of customer experiences. There are several procedural steps to be completed before the deal closes, expected in the fourth quarter of 2025. Despite the announcement, the company remains committed to its public operations and existing partnerships without immediate changes.

Form Type: 8-K

Filing Date: 2025-03-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525048544

Filing Summary: On March 6, 2025, Walgreens Boots Alliance, Inc. entered into a Merger Agreement with Blazing Star Parent, LLC and its wholly owned subsidiary, Blazing Star Merger Sub, Inc. Under the terms of the agreement, Merger Sub will merge with and into Walgreens Boots Alliance, with the latter surviving as a wholly owned subsidiary of Parent. The companies announced the Merger Agreement through a joint press release and made available an investor presentation relating to the transaction. The document also states that Walgreens Boots Alliance intends to file a definitive proxy statement relating to a special meeting of stockholders and a transaction statement with the SEC regarding this merger. It highlights important details investors should consider, including the risks and uncertainties surrounding the proposed transaction, financing arrangements, and conditions for completion.

Form Type: DEFA14A

Filing Date: 2025-03-06

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525048547

Filing Summary: On March 6, 2025, Walgreens Boots Alliance, Inc. entered into a definitive Agreement and Plan of Merger with Blazing Star Parent, LLC and its wholly owned subsidiary, Blazing Star Merger Sub, Inc. Under the terms of the merger agreement, Walgreens Boots Alliance will be acquired, with the Company surviving as a wholly owned subsidiary of Blazing Star. The transaction has an estimated total value of up to $23.7 billion, where shareholders will receive $11.45 per share in cash and a non-transferable right to receive up to an additional $3.00 per share from future monetization of certain divested assets related to VillageMD. The deal includes a premium of 29% for cash consideration and a premium of up to 63% when considering total consideration. The transaction is expected to conclude in the fourth quarter of 2025, pending shareholder and regulatory approvals. A "go-shop" period of 35 days is included, allowing for solicitation of alternative proposals. The process is being managed by financial advisors Centerview Partners and others. Upon closure of the transaction, WBA's stock will no longer be listed on the Nasdaq, as the company will transition to private ownership.