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DEERFIELD, Ill. — Walgreens Boots Alliance (WBA) announced Friday that it has sold shares of AmerisourceBergen Corp. common stock pursuant to variable prepaid forward transactions executed in reliance on Rule 144 of the Securities Act of 1933, as amended, for current proceeds of approximately $644 million. In addition, and subject to the closing of the Rule 144 transaction, Walgreens Boots Alliance entered into a concurrent share repurchase by AmerisourceBergen for proceeds of approximately $50 million.
Walgreens Boots Alliance’s ownership of AmerisourceBergen’s common stock has decreased as a result of the concurrent share repurchase by AmerisourceBergen but remains at approximately 17%.
Walgreens Boots Alliance’s ownership of AmerisourceBergen’s common stock has not been impacted by the entry into the variable prepaid forward transactions. The entry into the variable prepaid forward contracts provides Walgreens Boots Alliance with current liquidity while allowing it to maintain voting and dividend rights in the AmerisourceBergen common stock, as well as the ability to participate in potential stock price appreciation during the term of the contracts. The contracts are scheduled to settle starting in the fourth quarter of fiscal year 2025, at which time Walgreens Boots Alliance intends to deliver 4,590,000 shares of AmerisourceBergen common stock in the aggregate to the counterparties to the contracts, and may receive additional proceeds up to $204 million depending on the stock price at the time.
Proceeds to Walgreens Boots Alliance will be used primarily for debt paydown and general corporate purposes.
The sale has no impact on the long-term partnership between the two companies. Walgreens Boots Alliance remains fully committed to the strategic, mutually beneficial relationship with AmerisourceBergen, which has been a strong and trusted partner since 2013. Chief Operating Officer, International of Walgreens Boots Alliance, Ornella Barra, will continue to serve on AmerisourceBergen’s Board of Directors.
