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Transaction Highlights
Walgreens Boots Alliance, Inc. (NASDAQ:WBA) today announced that it has sold shares of AmerisourceBergen Corporation (NYSE:ABC) ("AmerisourceBergen") common stock pursuant to prepaid variable share forward transactions executed through a registered public offering for current proceeds of approximately $1.6 billion. In addition, Walgreens Boots Alliance entered into a concurrent share repurchase by AmerisourceBergen for proceeds of approximately $250 million, subject to the consummation of the purchase and sale of the shares of AmerisourceBergen in the registered public offering.
Walgreens Boots Alliance's ownership of AmerisourceBergen's common stock has not been impacted by the entry into the prepaid variable share forward transactions, but is expected to decrease as a result of the concurrent share repurchase by AmerisourceBergen to approximately 16 percent.
The prepaid variable share forward transactions are scheduled to settle at two maturities, the first starting in the first quarter of fiscal year 2026 and the second starting in the third quarter of fiscal year 2026, at which time Walgreens Boots Alliance intends to deliver 10.5 million shares of AmerisourceBergen common stock in the aggregate to the counterparties to the transactions, and may receive additional proceeds up to $517 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.
Cautionary Note Regarding Forward-Looking Statements: This release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These include, without limitation, estimates of and goals for future operating and financial performance and results. All statements in the future tense and all statements accompanied by words such as "scheduled," "starting," "intends," "deliver," "may," "depending," "will," "continue," and variations of such words and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions, known or unknown, that could cause actual results to vary materially from those indicated or anticipated.
If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. All forward-looking statements Walgreens Boots Alliance makes or that are made on its behalf are qualified by these cautionary statements. No undue reliance should be placed on forward-looking statements, which speak only as of the date they are made.
Walgreens Boots Alliance does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement after the date of this release, whether as a result of new information, future events, changes in assumptions or otherwise.
AmerisourceBergen has filed a registration statement (including a prospectus supplement) with the SEC for the registered offering to which this communication relates. These documents can be obtained for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, a written copy of the prospectus supplement relating to the offering may be obtained by contacting: Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, NewYork, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com. The closing of the concurrent share repurchase will be conditioned upon the consummation of the purchase and sale of the shares of AmerisourceBergen in the registered public offering, and therefore there can be no assurance that the concurrent share repurchase will be completed. The offering is not conditioned upon the completion of the concurrent share repurchase.
