WBA shareholders will receive total consideration consisting of $11.45 per share in cash and one non-transferable divested asset proceed right to receive up to $3.00 in cash per WBA share from the future monetization of WBA’s debt and equity interests in VillageMD, which includes the Village Medical, Summit Health and CityMD businesses.

The cash consideration represents a premium of 29%, and the total consideration represents a premium of 63%, to the WBA closing share price of $8.85 on December 9, 2024, the day prior to the first media reports regarding a potential transaction. The WBA Board of Directors, with Stefano Pessina and John Lederer recused from the deliberations and approval, has unanimously approved the proposed transaction, which is expected to close in the fourth quarter of the calendar year 2025, subject to customary closing conditions, including approval by WBA shareholders, and the receipt of required regulatory approvals.

The Kirkland team included corporate lawyers Ed Lee, Rachael Coffey, Daniel Wolf, Andrew Norwich, Dan Li, Steve Toth, Thomas Bidwill, Lilly Rohan, Jon Pry, Michael Scheinthal and Michael Choe; debt finance lawyers Paul Sandler, Melissa Hutson, Conor O'Muiri and Matt Stummer; capital markets lawyers Joshua Korff and Katherine Shaia; tax lawyers Dean Shulman, Sehj Vather and Olivia Rochelle Schmertzler; executive compensation lawyers Rob Fowler, Sally Ye, Rebecca Arnall, Frank Policastri and Matt Mutino; employee benefits lawyers Justin Coddington and Iris Grossman; employment & labor lawyers R.D. Kohut, Christine Lacku and Kaitlyn Hodgman; antitrust & competition lawyers Dan Zach, Chuck Boyars, Matthew Wheatley, Ben Feis, Max Melion, Alasdair Balfour, Joel Gory, Maximilian Greib and Margarita Karkantzou; international trade and CFIUS lawyers Ivan Schlager, Daniel Gerkin, Nick Perez and Erika Krum; real estate lawyers Richard Grossmann, Jacob Clark and Catherine Garner; technology & IP lawyers Seth Traxler and Justin Garfinkle; environmental transactions lawyers Michael Saretsky and Jacob Manheim; and litigation lawyers Anna Rotman and Sunil Shenoi.

Kirkland Advises Walgreens Boots Alliance on $23.7 Billion Acquisition by Sycamore Partners

Kirkland Advises Walgreens Boots Alliance on $23.7 Billion Acquisition by Sycamore Partners