Walgreens Boots Alliance, Inc. (WBA) entered a merger agreement on March 6, 2025, to be taken private by Sycamore Partners in a deal valued at about $23.7 billion.
Under the terms of the agreement, Walgreens Boots Alliance shareholders will receive total consideration consisting of $11.45 per share in cash at closing of the Sycamore transaction and one non-transferable right (a Divested Asset Proceed Right or DAP 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 an 8.02% premium from the stock’s last close.
Walgreens Boots Alliance is a global healthcare, pharmacy, and retail leader with 12,500+ locations across the U.S., Europe, and Latin America. It provides prescription drugs, health and wellness products, and digital health services, shaping the future of healthcare while serving millions daily.
Sycamore Partners is a New York-based private equity firm specializing in consumer, retail, and distribution investments. With $10 billion in committed capital, it partners with management teams to enhance profitability and strategic growth.
After the deal closes, expected in the fourth quarter of 2025, Walgreens Boots Alliance will continue to maintain its headquarters in the Chicago area.
The merger includes a 35-day “go-shop” period, which will expire on April 10, 2025.
Walgreen’s Executive Chairman, Stefano Pessina, who owns about 17% of WBA’s shares, will vote in favor of the Sycamore transaction and reinvest their Cash Consideration, plus additional funds, into the acquiring company, maintaining a significant equity stake.
Walgreens is evaluating options for its debt and equity interests in Village Medical, Summit Health, and CityMD (the Divested Assets). After the Sycamore transaction closes, a Divested Assets Committee—including representatives from Walgreens’ pre-closing board, Stefano Pessina, and Sycamore—will oversee efforts to maximize their value through operational improvements and potential monetization.
Walgreens is the sole lender to the Divested Assets and is owed $3.4 billion by VillageMD as of February 28, 2025, with interest accruing at 19% per year. If the Divested Assets are sold, Walgreens will receive all initial net proceeds until this debt is repaid. Under the DAP Rights terms, 70% of the net proceeds Walgreens receives from any sale of the Divested Assets will be distributed to DAP Right holders, up to a maximum of $3.00 per DAP Right (or about $2.7 billion in total).
Centerview Partners and Morgan Stanley advised Walgreens Boots Alliance, with legal counsel from Kirkland & Ellis and Ropes & Gray. Sycamore Partners was advised by UBS Investment Bank, Goldman Sachs, J.P. Morgan, Citi, and Wells Fargo, with legal counsel from Davis, Polk & Wardwell, and Bass Berry & Sims. Stefano Pessina was advised by Debevoise & Plimpton.
Reports of Walgreens’ deal talks with Sycamore first surfaced in December last year, when its stock traded at $8.85 per share.
Recently, the Financial Times reported that Sycamore plans to separate Walgreens’ three main businesses—U.S. pharmacy retailer Walgreens, UK-based Boots, and specialty pharma unit Shields Health Solutions—into independent entities with distinct capital structures.
To further understand the details of this merger and acquisition transaction, please visit the Deal Metrics page:
Deal Metrics for the acquisition of Walgreens Boots Alliance, Inc. (WBA) by Sycamore Partners
The Deal Metrics page for each merger or acquisition includes:
– A spread history chart of the merger from announcement through eventual completion or failure.
– Every event as the merger progresses through the expiration of the HSR period, various regulatory approvals, shareholder votes, etc.
– News and SEC filings.
– A history of deal updates.
– And much more.
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Editor’s Note: Baranjot Kaur contributed to this article