Walgreens Takes Major Step Toward Becoming Private Company Again

Forbes

14-07-2025

Walgreens is set to go private after shareholder approval of its takeover. (Photo by Spencer ...)
Walgreens Boots Alliance Inc. has taken a major step forward in its bid to go private after it announced that at the Company's Special Meeting of Shareholders, WBA shareholders had approved the previously announced acquisition of the company by entities affiliated with Sycamore Partners Management.
According to the preliminary results, approximately 96% of votes cast at the Special Meeting by all shareholders were voted in favor of the merger agreement proposal. In addition, approximately 95% of the votes cast at the Special Meeting by unaffiliated shareholders were voted in favor of the merger agreement proposal.
'We appreciate the consideration and overwhelming support from our shareholders in our value-maximizing transaction with Sycamore,' said Tim Wentworth, Chief Executive Officer of Walgreens Boots Alliance in a statement.
'With Sycamore's partnership, we will be better positioned to accelerate our turnaround strategy, further enhance the customer, patient and team member experience and become the first choice for pharmacy, retail and health services. We look forward to closing the transaction and entering this next chapter.'
In March, Walgreens agreed to be acquired by private equity firm Sycamore Partners in a deal valued at around $10 billion. WBA expects to close the transaction in the third or fourth quarter of calendar year 2025, subject to regulatory approvals, at which time Walgreen's common stock will no longer be listed on the Nasdaq Stock Market and it will become a private company
As had been previously announced on March 6, under the terms of the Merger Agreement, WBA shareholders will receive $11.45 per share in cash at closing – approximately 8% above it value at the original time of the offer – and one non-transferable divested asset proceeds right to receive up to an additional $3.00 in cash per share from the future monetization of WBA's debt and equity interests in VillageMD, which includes the Village Medical, Summit Health and CityMD businesses.
Including debt and potential payouts, the total value of the deal would rise to $23.7 billion. Walgreens' share price is currently around $11.50.
Walgreens Beats Forecasts
Walgreens reported a net loss of $175 million, or 20 cents a share, in the company's fiscal third quarter ended May 31 compared to net income of $344 million, or 40 cents a share, in the year-ago period. Total sales rose 7% to $39 billion in its third quarter.
However, this was a head of market expectations as the company continues a turnaround that most analysts anticipate the takeover should accelerate.
Walgreens also includes the U.K. pharmacy chain market leader Boots. Photographer: Simon ... More Dawson/Bloomberg
Walgreens Boots Alliance has approximately 12,500 pharmacy locations across the U.S., Europe and Latin America and employs approximately 312,000 people, with a presence in eight countries and consumer brands including: Walgreens, U.K. market leader Boots, Duane Reade, No7 Beauty Company and Benavides.
Recently, Walgreens also agreed to pay up to $350 million in a settlement with the U.S. Department of Justice, which had lodged a claim over the issuing of millions of prescriptions during the past decade for opioids and other controlled substances.
When the deal was first announced Wentworth said: 'While we are making progress against our ambitious turnaround strategy, meaningful value creation will take time, focus and change that is better managed as a private company.
'Sycamore will provide us with the expertise and experience of a partner with a strong track record of successful retail turnarounds. The WBA board considered all these factors in evaluating this transaction, and we believe this agreement provides shareholders premium cash value, with the ability to benefit from additional value creation going forward from monetization of the VillageMD businesses,' the Walgreens boss added.