WALGREENS BOOTS ALLIANCE, INC. (NASDAQ:WBA) Files An 8-K Other Events
Item8.01
| Other Events. |
On May8, 2017, Walgreens Boots Alliance, Inc. (Walgreens Boots
Alliance) and Rite Aid Corporation (Rite Aid) issued a joint
press release announcing that they have certified substantial
compliance with the Request for Additional Information (the
Second Request) from the United States Federal Trade Commission
(FTC) regarding their merger agreement under which Walgreens
Boots Alliance proposes to acquire all outstanding shares of Rite
Aid.
In January 2016, Walgreens Boots Alliance and Rite Aid entered
into a timing agreement with the FTC to which the two companies
have agreed not to close the proposed merger until at least 60
full calendar days after both companies have certified
substantial compliance with the Second Request.
A copy of the joint press release is attached as Exhibit 99.1
hereto and incorporated in this Item8.01 by reference.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
ExhibitNo. |
Description |
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| 99.1 | JointPressReleasedatedMay8,2017 |
Cautionary Note Regarding Forward-Looking Statements
All statements in this report that are not historical
statements, which include, without limitation, those regarding
the pending merger agreement between Walgreens Boots Alliance,
Inc. and Rite Aid Corporation and the transactions contemplated
thereby and their possible timing and effects, are
forward-looking statements made to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Such
statements include, but are not limited to, statements regarding
the expected timing of the closing of the transactions
contemplated by the pending merger agreement between Walgreens
Boots Alliance and Rite Aid; the ability of the parties to
complete the transactions considering the various closing
conditions; and the outcome of legal and regulatory matters,
including with respect to the outcome of discussions with the
Federal Trade Commission and otherwise in connection with the
pending acquisition of Rite Aid by WBA. Words such as expect,
pending, potential, likely, preliminary, would, could, should,
can, will, project, intend, plan, goal, continue, synergy, on
track, believe, seek, estimate, anticipate, may, possible,
assume, 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, which could cause actual results
to vary materially from those indicated or anticipated. Such
risks include, but are not limited to, risks related to the
proposed transactions and acquisitions generally, including the
risk that the transactions may not close due to one or more
closing conditions to the transactions not being satisfied or
waived, such as certain regulatory approvals not being obtained,
on a timely basis or otherwise, or that a governmental
entity prohibited, delayed or refused to grant approval for
the consummation of the transactions or required certain
conditions, limitations or restrictions in connection with such
approvals, or that the required approval of the amended merger
agreement by the stockholders of Rite Aid was not obtained and,
accordingly, there can be no assurance that these conditions to
closing will be satisfied; the risk that Rite Aid stockholders
may receive the bottom of the price range for the per share
merger consideration; the risk that the merger agreement may be
terminated in certain circumstances that require a party to pay
the other party a termination fee to the merger agreement; the
risk that there may be a material adverse change of Rite Aid or
the stores proposed to be sold to Freds, Inc. (Freds) to that
certain Asset Purchase Agreement, dated as of December19, 2016,
by and among Rite Aid, Walgreens Boots Alliance, Freds, and AFAE,
LLC, or the business of Rite Aid or the stores proposed to be
sold to Freds may suffer as a result of uncertainty surrounding
the transactions; risks related to the ability to realize the
anticipated benefits of the proposed transactions; risks
associated with the financing of the proposed transactions; the
outcome of legal and regulatory matters, including with respect
to the outcome of discussions with the FTC and otherwise in
connection with the pending acquisition of Rite Aid by Walgreens
Boots Alliance; the number of stores divested in connection with
such pending acquisition and the terms, timing and consummation
of such transactions; the risk of unexpected costs, liabilities
or delays, changes in managements assumptions; the risks
associated with the integration of complex businesses; and the
other risks and uncertainties described in the reports that
Walgreens Boots Alliance and Rite Aid have filed with the
Securities and Exchange Commission (SEC). A further list and
description of risks and uncertainties can be found in Item1A
(Risk Factors) in Walgreens Boots Alliances Annual Report on Form
10-K for the fiscal year ending August31, 2016, in Rite Aids
Annual Report on Form 10-K for the fiscal year ending March4,
2017, in the preliminary proxy statement, as it may be amended,
that Rite Aid filed with the SEC on March3, 2017 in connection
with the proposed merger, and in other documents that the parties
may file or furnish with the SEC, which you are encouraged to
read. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or
anticipated by such forward-looking statements. Accordingly, you
are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date they
are made. Walgreens Boots Alliance and Rite Aid expressly
disclaim any current intention to update publicly any
forward-looking statement after the date of this report, whether
as a result of new information, future events, changes in
assumptions or otherwise.
About WALGREENS BOOTS ALLIANCE, INC. (NASDAQ:WBA)
Walgreens Boots Alliance, Inc. is a holding company. The Company is a pharmacy-led health and wellbeing company. The Company operates through three segments: Retail Pharmacy USA, Retail Pharmacy International and Pharmaceutical Wholesale. The Retail Pharmacy USA segment consists of the Walgreen Co. (Walgreens) business, which includes the operation of retail drugstores, care clinics and providing specialty pharmacy services. The Retail Pharmacy International segment consists primarily of the Alliance Boots pharmacy-led health and beauty stores, optical practices and related contract manufacturing operations. The Pharmaceutical Wholesale segment consists of the Alliance Boots pharmaceutical wholesaling and distribution businesses. The Company’s portfolio of retail and business brands includes Walgreens, Duane Reade, Boots and Alliance Healthcare, as well as global health and beauty product brands, including No7, Botanics, Liz Earle and Soap & Glory. WALGREENS BOOTS ALLIANCE, INC. (NASDAQ:WBA) Recent Trading Information
WALGREENS BOOTS ALLIANCE, INC. (NASDAQ:WBA) closed its last trading session down -0.05 at 85.84 with 2,944,417 shares trading hands.