Investment firm Sycamore Partners has confirmed a binding agreement to purchase US healthcare and retail major Walgreens Boots Alliance (WBA) for $23.7bn.
WBA shareholders will be compensated with $11.45 per share in cash, along with a contingent right to receive additional cash up to $3 per share tied to the future sale of WBA’s interest in VillageMD, which comprises the Village Medical, Summit Health and CityMD businesses.
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Headquartered in Chicago, WBA operates a network of 12,500 stores across the US, Europe and Latin America and employs 311,000 people globally.
The company is known for its portfolio of brands such as Walgreens, Boots, Duane Reade, No7 Beauty Company and Benavides.
The partnership between WBA’s healthcare proficiency and Sycamore’s expertise in retail and consumer services aims to position WBA as the premier destination for pharmacy, retail and health services.
Post-acquisition, the company will continue to serve customers under its established brand names.
WBA will retain its corporate headquarters in the Chicago area and remain committed to supporting local communities by enhancing health outcomes and promoting well-being for customers, patients and employees.
Walgreens Boots Alliance CEO Tim Wentworth stated: “Throughout our history, Walgreens Boots Alliance has played a critical role in the retail healthcare ecosystem. We are focused on making healthcare delivery more effective, convenient and affordable as we navigate the challenges of a rapidly evolving pharmacy industry and an increasingly complex and competitive retail landscape.
“While we are making progress against our ambitious turnaround strategy, meaningful value creation will take time, focus and change that is better managed as a private company. Sycamore will provide us with the expertise and experience of a partner with a strong track record of successful retail turnarounds.
“The WBA board considered all these factors in evaluating this transaction, and we believe this agreement provides shareholders premium cash value, with the ability to benefit from additional value creation going forward from monetisation of the VillageMD businesses.”
WBA’s board has given unanimous consent to the proposed transaction.
The deal will complete in the fourth quarter of 2025, pending standard closing conditions such as shareholder approval and necessary regulatory clearances.
The acquisition is not contingent upon financing as Sycamore has secured committed funding for this purpose.
Following closure, WBA shares will be delisted from Nasdaq as it transitions into a privately held entity.
WBA has initiated a 35-day “go-shop” period within which it can seek out alternative acquisition proposals with assistance from Centerview Partners.
While there is no guarantee this process will yield a better offer, any significant developments will be disclosed only after the board evaluates potential superior proposals.
In October 2024, WBA announced a programme of 1,200 store closures up to 2026 after reporting an operating loss that had increased 104.5% to $14.07bn in the fiscal year 2024, from $6.88bn in FY23.
