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DEERFIELD, Ill. —Walgreens Boots Alliance has announced a definitive agreement to be acquired by Sycamore Partners, a private equity firm specializing in retail and consumer investments. The deal, valued at up to $23.7 billion, positions WBA for future growth as a private company after nearly a century as a publicly traded one.
The transaction, unanimously approved by the WBA Board of Directors, is expected to close in the fourth quarter of 2025, pending shareholder approval and regulatory clearance. xcc
Under the agreement, WBA shareholders will receive $11.45 per share in cash at closing and one non-transferable Divested Asset Proceed Right (DAP Right) per share, potentially worth up to $3.00. This represents a premium of 29% in cash and up to 63% in total consideration compared to WBA’s closing share price of $8.85 on December 9, 2024, before reports of a possible acquisition.
The acquisition aims to reinforce Walgreens, Boots, and other consumer brands by leveraging WBA's healthcare expertise and Sycamore's strength in retail. The company will continue operations under its existing brand names, maintain its headquarters in the Chicago area, and remain committed to serving its customers and communities.
“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," said Tim Wentworth, Chief Executive Officer, Walgreens Boots Alliance.
"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 monetization of the VillageMD businesses,” Wentworth added.
“Our trusted brands and deep commitment to our customers, patients, communities and team members have and will continue to anchor our business as we realize our goal of being the first choice for pharmacy, retail and health services. I am grateful to the more than 311,000 team members globally who are fiercely committed to WBA, our customers and patients,” Wentworth concluded.
Stefan Kaluzny, Managing Director of Sycamore Partners, expressed confidence in WBA’s future: “Walgreens and Boots have been essential to their customers for over a century. We are committed to supporting the company’s trusted brands and driving continued innovation in pharmacy and retail.”
WBA has initiated a 35-day “go-shop” period to solicit alternative proposals. While a superior offer is uncertain, the company remains open to evaluating other opportunities.
As part of the deal, WBA will continue evaluating options for its debt and equity interests in VillageMD, including Summit Health and CityMD. A newly formed Divested Assets Committee will oversee the process to maximize shareholder value.
Centerview Partners and Morgan Stanley & Co. LLC served as financial advisors to WBA, while Kirkland & Ellis LLP and Ropes & Gray LLP provided legal counsel. Sycamore was advised by UBS Investment Bank, Goldman Sachs, J.P. Morgan, and Citi, among others.
The transition to private ownership is expected to streamline WBA’s focus on healthcare and retail services, allowing for operational improvements and long-term value creation. According to the announcement, the company remains dedicated to its mission of being the first choice for pharmacy, retail, and health services worldwide.
