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Walgreens Boots Alliance (WBA) 鈥� Supplemental DEFA14A for proposed Sycamore Partners take-private
The filing provides additional proxy disclosures intended to moot shareholder litigation and demand letters challenging the adequacy of the June 6, 2025 definitive proxy. The company is scheduled to hold a special meeting on July 11, 2025 to vote on the March 6, 2025 merger agreement under which Blazing Star Parent (an affiliate of Sycamore Partners) will acquire WBA.
Litigation status: Two suits (Illinois 鈥淒rulias鈥� and New York 鈥淛ohnson鈥�) seek to enjoin the vote, alleging omissions in the proxy regarding financial projections, advisor analyses and conflicts. Eleven demand letters raise similar points. WBA considers all claims meritless but is voluntarily supplementing disclosures to avoid delays and costs.
Key new disclosures (page references to original proxy):
- Expanded background of negotiations, including Sycamore confidentiality terms, board deliberations on dividend sustainability, alternative-party outreach and Kirkland & Ellis relationships (pp. 37, 42, 57).
- Detailed quantitative inputs in Centerview鈥檚 valuation work: updated public-company multiples (mean EV/NTM EBITDA 5.9脳), precedent transaction multiples (median 6.9脳) and DCF assumptions (WACC 9.25-10.75%, terminal EBITDA multiple 5-7脳).
- Per-share equity value ranges now explicitly stated:
- Public comps: $4.60鈥�$12.70
- Precedent deals: $6.90鈥�$15.20
- DCF: $10.80鈥�$19.10
- Premiums-paid: $10.60鈥�$12.80
- Morgan Stanley 2025E P/E comps: $7.95鈥�$12.25
- Comprehensive forward-looking financial projections (February, VMD, October, December iterations) now presented, showing FY-2025 revenue about $154 bn and Adjusted EBITDA of $3.7 bn (2.4% margin) with modest free-cash-flow generation.
Implications for shareholders: 1) Additional transparency lowers injunction risk and improves the probability of a timely vote. 2) Valuation data allow investors to benchmark the offer price versus independent ranges; while fair relative to trading and precedent metrics, the board鈥檚 DCF indicates potential upside beyond the bid. 3) The filing highlights sizeable liabilities (opioid settlements, dark-rent, pension) and limited FCF, factors that may have compressed standalone valuation.
Walgreens Boots Alliance, Inc. (WBA) filed a Form 8-K to voluntarily supplement the definitive proxy statement for its pending merger with affiliates of Sycamore Partners (鈥淏lazing Star Parent鈥�). The supplements respond to two shareholder lawsuits (Drulias v. Babiak, Johnson v. WBA) and 11 demand letters that claim material omissions in the original proxy. Although WBA believes the claims are meritless, the company is adding detailed narrative and quantitative information to moot disclosure challenges and avoid possible injunctions ahead of the July 11, 2025 special shareholder meeting.
Key additions include: (1) expanded background on negotiations with Sycamore, confidentiality terms and board deliberations; (2) fuller descriptions of Centerview鈥檚 and Morgan Stanley鈥檚 relationship-disclosure memoranda; (3) granular valuation work-ups鈥攑ublic-company comparables, precedent transactions, discounted cash-flow (DCF) and premiums-paid analyses鈥攚ith explicit multiples, discount rates and liability adjustments; and (4) refreshed prospective financial information (February Projections, VMD Forecasts, prior projection iterations).
Valuation highlights: Centerview鈥檚 selected-public-company approach implies equity value of $4.60鈥�$12.70 per share, precedent-transaction analysis $6.90鈥�$15.20, and DCF $10.80鈥�$19.10. Morgan Stanley鈥檚 CY2025E P/E comparables yield $7.95鈥�$12.25, while its premiums-paid screen suggests an implied price of $10.60鈥�$12.80. These ranges bracket the merger consideration of $12.64鈥�$13.36 disclosed in the proxy.
Lawsuit status: Plaintiffs seek to halt the vote until additional information is provided and request attorneys鈥� fees. WBA discloses that further suits or demand letters may arrive but will not necessarily be reported absent new allegations.
Financial outlook (February Projections): FY2025 revenue $154.6 bn, Adjusted EBITDA $3.71 bn, Unlevered FCF $1.99 bn. Adjusted EBITDA is projected to grow to $4.70 bn by FY2029. Key drags include opioid payments, dark-rent obligations and store-closure costs.
Strategic context: The board continues to recommend the Sycamore transaction and notes limited interest from alternative sponsors or strategics. A 鈥済o-shop鈥� remains part of the agreed deal structure. WBA reiterates it is not admitting materiality of the new disclosures.
Walgreens Boots Alliance (NASDAQ:WBA) filed Definitive Additional Proxy Materials (DEFA14A) tied to its proposed merger with Sycamore Partners鈥� vehicle Blazing Star.
The filing confirms that the special shareholder meeting will be held on July 11, 2025, when investors will vote on the transaction detailed in the March 6, 2025 merger agreement. CEO Tim Wentworth鈥檚 transcript highlights Q3 FY25 progress: cost-savings in U.S. retail pharmacy, improving VillageMD and Shields performance, strong international results and higher cash flow, offset by continuing U.S. retail headwinds.
The Board unanimously recommends a FOR vote. Forward-looking language reiterates multiple risks including financing, regulatory approvals and potential termination fees. No financial terms of the merger or voting tallies are disclosed in this update.
Walgreens Boots Alliance (Nasdaq: WBA) filed its Q3 FY25 10-Q for the quarter ended May 31 2025. The filing confirms three operating segments鈥擴nited States Retail Pharmacy, International and US Healthcare鈥攁nd details the ongoing Footprint Optimization Program and Transformational Cost Management Program, which generated asset impairments, lease-related exit costs and severance charges across segments.
Liquidity updates include a new April 2025 Accounts Receivable Revolving Facility and disclosure of $3.6 bn notes due 2025 and $2.125 bn notes due 2026. The company also consolidates a variable-interest entity and notes subsequent-event activity related to its Cencora equity investment.
Management signals continued store rationalization and cost reduction to support US Healthcare growth while addressing near-term refinancing needs.
Walgreens Boots Alliance (Nasdaq: WBA) filed a Form 8-K under Item 2.02 to furnish its fiscal third-quarter 2025 results (quarter ended May 31 2025). A detailed press release is attached as Exhibit 99.1 and incorporated by reference; the body of the 8-K contains no financial tables. The information is "furnished," not "filed," avoiding Section 18 liability. No guidance revisions, strategic transactions or other material events were disclosed. The sole purpose is compliance with Regulation FD鈥攎aking the earnings release simultaneously available to all investors. The report was signed by CFO Manmohan Mahajan on June 26 2025.
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