WALGREENS BOOTS ALLIANCE, INC. (NASDAQ:WBA) Files An 8-K Results of Operations and Financial Condition
Item 2.02 by reference.
The information in this Item 2.02, including the exhibit attached
hereto, and the information under Item 7.01 below, shall not be
deemed filed for purposes of Section18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or otherwise subject
to the liabilities of that section. This information shall not be
deemed to be incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference to such
disclosure in this Form 8-K in such a filing.
Item7.01. |
Regulation FD Disclosure. |
Conference Call. On June29, 2017, the Company is
conducting a conference call and webcast beginning at 8:30 a.m.
Eastern time regarding its results for the fiscal quarter ended
May31, 2017, the developments described below and related
matters.
Slides prepared for the purposes of the conference call are
available on the Companys investor relations website at
http://investor.walgreensbootsalliance.com. A link to the
conference call will be available on the Companys investor
relations website at: http://investor.walgreensbootsalliance.com.
Rite Aid update. On June29, 2017, the Company issued a
press release announcing a new definitive agreement with Rite Aid
Corporation (Rite Aid) under which the Company will purchase
2,186 stores, three distribution centers and related inventory
from Rite Aid. The transaction is subject to the expiration or
termination of applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and other customary closing conditions.
This new agreement replaces the previous merger agreement with
Rite Aid, announced in October 2015 and amended in January 2017,
and the agreement to divest certain Rite Aid stores to Freds,
Inc. announced in December 2016. Both of these agreements have
been terminated, and the Company will pay Rite Aid the
$325million termination fee with respect to their merger
agreement. In addition, the Company agreed to reimburse certain
of Freds transaction costs in an amount not to exceed $25million
in connection with the termination of the divestiture agreement.
A copy of the press release is attached as Exhibit 99.2 hereto
and is incorporated in this Item 7.01 by reference.
Item8.01. |
Other Events. |
The disclosure set forth in the first four paragraphs of the
press release attached as Exhibit 99.2 hereto is incorporated by
reference herein.
Item9.01. |
Financial Statements and Exhibits. |
(d) |
Exhibits |
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| 99.1 |
Press Release of Walgreens Boots Alliance, Inc. dated June29, 2017 |
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| 99.2 |
Press Release of Walgreens Boots Alliance, Inc. dated June 29, 2017 |
Cautionary Note Regarding Forward-Looking Statements: All
statements in this report that are not historical including,
without limitation, those regarding estimates of and goals for
future financial and operating performance, the expected
execution and effect of our business strategies, our cost-savings
and growth initiatives and restructuring activities and the
amounts and timing of their expected impact, the termination of
our merger agreement with Rite Aid and the transactions
contemplated thereby and the possible effects thereof, and our
pending asset purchase agreement with Rite Aid 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. Words such as expect, likely, outlook, forecast,
preliminary, would, could, should, can, will, project, intend,
plan, goal, guidance, target, aim, continue, sustain, synergy, on
track, on schedule, headwind, tailwind, 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, that could cause
actual results to vary materially from those indicated or
anticipated, including, but not limited to, those relating to the
impact of private and public third-party payers efforts to reduce
prescription drug reimbursements, fluctuations in foreign
currency exchange rates, the timing and magnitude of the impact
of branded to generic drug conversions and changes in generic
drug prices, our ability to realize synergies and achieve
financial, tax and operating results in the amounts and at the
times anticipated, supply arrangements including our commercial
agreement with AmerisourceBergen, the arrangements and
transactions contemplated by our framework agreement with
AmerisourceBergen and their possible effects, the risks
associated with the companys equity method investment in
AmerisourceBergen, the occurrence of any event, change or other
circumstance that could give rise to the termination,
cross-termination or modification of any of our contractual
obligations, the amount of costs, fees, expenses and charges
incurred in connection with strategic transactions, whether the
costs associated with restructuring activities will exceed
estimates, our ability to realize expected savings and benefits
from cost-savings initiatives, restructuring activities and
acquisitions in the amounts and at the times anticipated, the
timing and amount of any impairment or other charges, the timing
and severity of cough, cold and flu season, changes in
managements assumptions, the risks associated with governance and
control matters, the ability to retain key personnel, changes in
economic and business conditions generally or in particular
markets in which we participate, changes in financial markets and
interest rates, the risks associated with international business
operations, including the risks associated with the proposed
withdrawal of the United Kingdom from the European Union, the
risk of unexpected costs, liabilities or delays, changes in
vendor, customer and payer relationships and terms, including
changes in network participation and reimbursement terms, risks
of inflation in the cost of goods, risks associated with the
operation and growth of our customer loyalty programs,
competition, risks associated with new business areas and
activities, risks associated with acquisitions, divestitures,
joint ventures and strategic investments, including those
relating to the ability of the parties to satisfy the closing
conditions (including, without limitation, the expiration or
termination of
applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended) and consummate
the pending acquisition of certain Rite Aid assets and related
matters on a timely basis or at all, the risks associated with
the integration of complex businesses, the risks associated with
the termination of our merger agreement with Rite Aid and the
transactions contemplated thereby (including the termination of
the divestiture transaction to sell certain Rite Aid stores and
assets to Freds, Inc.) and the effects thereof, outcomes of legal
and regulatory matters, including with respect to regulatory
review and actions in connection with the pending acquisition of
certain Rite Aid assets and related matters, and changes in laws,
regulations or interpretations thereof. These and other risks,
assumptions and uncertainties are described in Item 1A (Risk
Factors) of our Annual Report on Form 10-K for the fiscal year ended
August 31, 2016, which is incorporated herein by reference, and
in other documents that we file or furnish with the Securities
and Exchange Commission. 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. Except to the extent required by law, we do not
undertake, and expressly disclaim, any duty or obligation 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.
Walgreens Boots Alliance, Inc. ExhibitEX-99.1 2 d418387dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Walgreens Boots Alliance Reports Fiscal 2017 Third Quarter Results Third quarter highlights GAAP diluted net earnings per share increase 5.9 percent from the year-ago quarter,…To view the full exhibit click here