WALGREENS BOOTS ALLIANCE, INC. FORM S-4/A (Registration Statement for securities to be issued in business combination transactions) Filed 11/18/14 Address 108 WILMOT ROAD DEERFIELD, IL 60015 Telephone (847) 315-2500 CIK 0001618921 SIC Code 5912 - Drug Stores and Proprietary Stores Fiscal Year 08/31 http://www.edgar-online.com © Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of Contents As filed with the Securities and Exchange Commission on November 18, 2014 Registration No. 333-198768 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Walgreens Boots Alliance, Inc. (Exact name of registrant as specified in its charter) Delaware 5912 47-1758322 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation) Classification Code Number) Identification Number) 108 Wilmot Road Deerfield, Illinois 60015 (847) 315-2500 (Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices) Thomas J. Sabatino, Jr. Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary Walgreen Co. 108 Wilmot Road Deerfield, Illinois 60015 (847) 315-2500 (Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service) Copy to: Andrew R. Brownstein Benjamin M. Roth Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 Approximate date of commencement of the proposed sale of the securities to the public : As soon as practicable after this Registration Statement becomes effective and upon completion of the mergers described in the enclosed document. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. (cid:1) If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. (cid:1) If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. (cid:1) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer  Accelerated filer (cid:1) Non-accelerated filer (cid:1) (Do not check if a smaller reporting company) Smaller reporting company (cid:1) If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) (cid:1) Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) (cid:1) The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement will become effective on such dates as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer or solicitation is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 18, 2014 108 Wilmot Road Deerfield, Illinois 60015 Dear Walgreen Co. Shareholder: On behalf of our board of directors (the “Board”), we are very pleased to enclose the proxy statement/prospectus relating to the acquisition of the remaining 55% of Alliance Boots GmbH (“Alliance Boots”) that Walgreen Co. (“Walgreens”) does not currently own (the “Step 2 Acquisition”), pursuant to the Purchase and Option Agreement, dated as of June 18, 2012, as amended on August 5, 2014 (as amended, the “Purchase and Option Agreement”), by and among Walgreens, AB Acquisitions Holdings Limited (“AB Acquisitions”) and Alliance Boots. The Board, after careful consideration, has determined that it is in the best interests of Walgreens and its shareholders to exercise Walgreens’ option (the “Call Option”) under the Purchase and Option Agreement to complete the Step 2 Acquisition in exchange for £3.133 billion in cash, payable in British pounds sterling, and 144,333,468 shares of Walgreens common stock, subject to certain potential specified adjustments described further in the enclosed proxy statement/prospectus. Pursuant to an amendment to the Purchase and Option Agreement entered into by Walgreens on August 5, 2014 (the “Amendment”), the Call Option became exercisable by Walgreens on that date, and Walgreens, through an indirect wholly owned subsidiary, exercised the Call Option on August 5, 2014. In addition, in connection with the Step 2 Acquisition and as further described in the enclosed proxy statement/prospectus, the Board has determined that it is in the best interests of Walgreens and its shareholders to, immediately prior to the completion of the Step 2 Acquisition, complete a reorganization of Walgreens into a holding company structure (the “Reorganization”), under which Walgreens would become a wholly owned subsidiary of a new Delaware corporation named “Walgreens Boots Alliance, Inc.” (“Walgreens Boots Alliance” or “HoldCo”) and you will become a shareholder of Walgreens Boots Alliance. The Reorganization is conditioned upon, and will not be completed unless, the Step 2 Acquisition is completed immediately following the completion of the Reorganization. The Step 2 Acquisition is not conditioned on the completion of the Reorganization. In the Reorganization, your existing shares of Walgreens common stock will be converted automatically into shares of Walgreens Boots Alliance common stock, par value $0.01, on a one-for-one basis. You will own the same number of shares of Walgreens Boots Alliance common stock as you own of Walgreens common stock immediately prior to the completion of the Reorganization, and, after taking into account the completion of the Step 2 Acquisition, your shares will represent the same ownership percentage of Walgreens Boots Alliance as you would have of Walgreens immediately following the completion of the Step 2 Acquisition without the Reorganization. The Walgreens Boots Alliance holding company is expected to be headquartered in the Chicago area, while Walgreens’ operations are expected to remain headquartered in Deerfield, Illinois and Walgreen Co. will remain an Illinois corporation. Alliance Boots’ operations also are expected to remain headquartered at their current locations in the U.K. The merger pursuant to which the Reorganization will be accomplished is intended to be generally tax-free, for U.S. federal income tax purposes, to Walgreens shareholders. In connection with the Transactions, Walgreens will hold a Special Meeting of Shareholders on [ ] at [ ], Central Time, at [ ]. Table of Contents At the Special Meeting, you will be asked to consider and vote upon a proposal to complete the Reorganization (the “Reorganization Proposal”). You will also be asked to consider and vote upon a proposal to approve the following “Share Issuance”: (1) if the Reorganization Proposal is approved and the Reorganization completed, Walgreens Boots Alliance, immediately following the completion of the Reorganization, issuing, in a private placement, shares of Walgreens Boots Alliance common stock to AB Acquisitions and the trustee of the Alliance Boots management equity plan (collectively, the “Sellers”) in connection with the Step 2 Acquisition and (2) if the Reorganization Proposal is not approved or the Reorganization otherwise not completed, Walgreens issuing, in a private placement, shares of Walgreens common stock to the Sellers in connection with the Step 2 Acquisition, in either case which is currently expected to be 144,333,468 shares, subject to potential adjustment (the “Share Issuance Proposal”). If our shareholders do not approve the Share Issuance Proposal, Walgreens will be unable to complete the Step 2 Acquisition or the Reorganization. The Reorganization, the Share Issuance and the Step 2 Acquisition are sometimes referred to collectively in the enclosed proxy statement/prospectus as the “Transactions.” Certain of Walgreens’ directors and executive officers may have material financial interests in the Transactions that are different from, or in addition to, the interests of Walgreens shareholders generally. See “The Transactions—Walgreens’ Directors and Executive Officers May Have Financial Interests in the Transactions,” beginning on page [ ]. Shares of Walgreens Boots Alliance common stock are not currently listed on any national securities exchange. If the Reorganization is completed, we expect shares of Walgreens Boots Alliance common stock to be listed and trade on one or more U.S. national securities exchanges, and under ticker symbol(s), in each case to be determined and publicly disclosed by Walgreens and Walgreens Boots Alliance prior to the closing of the Reorganization. Shares of Walgreens common stock are currently traded under the “WAG” symbol on the New York Stock Exchange (the “NYSE”), NASDAQ Global Select Market (“NASDAQ”), and the Chicago Stock Exchange. The Board recommends that you vote “FOR” the Reorganization Proposal; “FOR” the Share Issuance Proposal; and “FOR” the proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve and adopt the Reorganization Proposal or the Share Issuance Proposal. The enclosed document is an important document containing answers to frequently asked questions and a summary description of the Transactions, followed by more detailed information about Walgreens, Alliance Boots, Walgreens Boots Alliance, the Step 2 Acquisition, the Share Issuance, the Reorganization and related matters. The document is a prospectus related to the proposed issuance by Walgreens Boots Alliance of shares of common stock to Walgreens shareholders in the Reorganization. It is also a proxy statement to use in soliciting proxies for the Special Meeting to vote on the Share Issuance and the Reorganization. We urge you to read the enclosed proxy statement/prospectus, including the annexes, and the documents incorporated by reference into the proxy statement/prospectus, carefully and in their entirety. Your vote is very important. We cannot complete the Step 2 Acquisition unless you approve the Share Issuance and we cannot complete, in connection with the Step 2 Acquisition, the Reorganization, unless you adopt and approve the Reorganization and approve the Share Issuance. Whether or not you expect to attend the Special Meeting in person, the details of which are described in the enclosed document, please vote immediately by submitting your proxy by telephone, through the Internet or by completing, signing, dating and returning your signed proxy card(s) in the enclosed pre-paid envelope. If you have any questions or require assistance, please contact Innisfree M&A Incorporated, our proxy solicitor for the Special Meeting, toll-free at (877) 456-3463. Table of Contents Thank you for your continued support, and be well. Sincerely, JAMES A. SKINNER GREGORY D. WASSON Chairman of the Board President and Chief Executive Officer You should consider the matters discussed under “ Risk Factors ” beginning on page 26, which contain a description of certain risks you may wish to consider in evaluating the transactions described in this proxy statement/prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We may amend or supplement this proxy statement/prospectus from time to time by filing amendments or supplements as required. This proxy statement/prospectus is dated [ ], and is first being mailed to Walgreen Co. shareholders on or about [ ]. Table of Contents 108 Wilmot Road Deerfield, Illinois 60015 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To Be Held [ ], [ ] To the Shareholders of Walgreen Co.: Walgreens will hold a Special Meeting of its Shareholders (the “Special Meeting”) on [ ] at [ ], Central Time, at [ ], to consider and vote on three items: (1) a proposal to approve and adopt the Agreement and Plan of Merger, dated as of October 17, 2014 (the “Reorganization Merger Agreement”), which Walgreens entered into with Walgreens Boots Alliance, Inc., a newly formed Delaware corporation and wholly owned subsidiary of Walgreens, and Ontario Merger Sub, Inc., a newly formed Illinois corporation and wholly owned subsidiary of Walgreens Boots Alliance (“Merger Sub”), pursuant to which Merger Sub will merge with and into Walgreens (the “Reorg Merger”) and Walgreens will survive the Reorg Merger as a wholly owned subsidiary of Walgreens Boots Alliance, and to approve and adopt the Reorg Merger and the Reorganization (the “Reorganization Proposal”); (2) a proposal to approve the issuance, in a private placement, of shares of (A) if the Reorganization Proposal is approved and the Reorganization completed, Walgreens Boots Alliance common stock or (B) if the Reorganization Proposal is not approved or the Reorganization is not otherwise completed, Walgreens common stock, in either case to the Sellers in connection with the completion of the Step 2 Acquisition, and in either case which is currently expected to be 144,333,468 shares, subject to potential adjustment (the “Share Issuance Proposal”); and (3) a proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve and adopt the Reorganization Proposal or the Share Issuance Proposal (the “Adjournment Proposal”). The Reorganization is conditioned upon, and will not be completed unless, the Step 2 Acquisition is completed immediately following the completion of the Reorganization. The Share Issuance and the Step 2 Acquisition are not conditioned on the completion of the Reorganization. The Transactions will only be completed if certain conditions to closing set forth in the Purchase and Option Agreement are satisfied or (to the extent permitted by applicable law) waived. If the Step 2 Acquisition is completed, holders of Walgreens common stock (Walgreens Boots Alliance common stock if the Reorganization is completed) immediately prior to the Step 2 Acquisition (including the Sellers and their affiliates, to the extent of their ownership immediately prior to the Step 2 Acquisition), in the aggregate, are estimated to hold approximately 86.8% of the pro forma total outstanding shares of the combined company (based on the number of shares of Walgreens common stock outstanding as of November 17, 2014, assuming completion of the Step 2 Acquisition and the issuance of 144,333,468 shares as of that date). The Board, after careful consideration, has determined that it is in the best interests of Walgreens and its shareholders to complete the Reorganization and the Step 2 Acquisition. The Board recommends that you vote “FOR” the Reorganization Proposal; “FOR” the Share Issuance Proposal; and “FOR” the Adjournment Proposal. A copy of the Reorganization Merger Agreement is attached to this proxy statement/prospectus as Annex A. The certificate of incorporation and bylaws of Walgreens Boots Alliance to be in effect immediately upon Table of Contents completion of the Reorganization are set forth as Annex E and Annex F, respectively, to this proxy statement/prospectus. A copy of the unamended Purchase and Option Agreement is attached as Annex B-1 to this proxy statement/prospectus and a copy of the Amendment is attached as Annex B-2 to this proxy statement/prospectus. Only shareholders of record at the close of business on November 17, 2014 are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements of the Special Meeting. No business other than the proposals described in this notice will be considered at the Special Meeting or any adjournment or postponement thereof. A complete list of Walgreens’ shareholders of record entitled to vote at the Special Meeting will be available for inspection at the Special Meeting. Your vote is very important, regardless of the number of shares you own. Walgreens cannot complete the Reorganization unless the Reorganization Proposal is approved by the affirmative vote of a majority of the issued and outstanding shares of Walgreens’ common stock, and the Share Issuance Proposal is approved by a majority of the votes cast on the proposal. Walgreens cannot complete the Share Issuance and the Step 2 Acquisition unless the Share Issuance Proposal is approved by a majority of the votes cast on the proposal. Regardless of whether you plan to attend the Special Meeting in person, please submit your proxy with voting instructions. Please vote as soon as possible. If you hold shares in your name as a shareholder of record, please complete, sign, date and return the accompanying proxy card(s) in the enclosed self-addressed, stamped envelope. You may also authorize a proxy to vote your shares by either visiting the website or calling the toll-free number shown on your proxy card. If you hold your shares in “street name” through a bank or broker, please direct your bank or broker to vote in accordance with the instructions you have received from your bank or broker. This will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any shareholder who is present at the Special Meeting may vote in person instead of by proxy, thereby canceling any previous proxy. In any event, a proxy may be revoked in writing at any time before its exercise at the Special Meeting in the manner described in this proxy statement/prospectus. By Order of the Board of Directors, THOMAS J. SABATINO, JR. Corporate Secretary Table of Contents REFERENCES TO ADDITIONAL INFORMATION This document incorporates important business and financial information about Walgreens from documents that are not included in or delivered with this document. You can obtain documents incorporated by reference in this document, other than certain exhibits to those documents, by requesting them in writing or by telephone at the following address: Walgreen Co. 108 Wilmot Road Deerfield, Illinois 60015 (847) 315-2361 [email protected] The firm assisting Walgreens with the solicitation of proxies is: Innisfree M&A Incorporated 501 Madison Avenue, 20 th Floor New York, New York 10022 Shareholders Call Toll-Free: (877) 456-3463 Banks and Brokers Call Collect: (212) 750-5833 You will not be charged for any of these documents that you request. Shareholders requesting documents should do so by [ ], in order to receive them before the Special Meeting. See “Where You Can Find More Information.” Table of Contents TABLE OF CONTENTS Page QUESTIONS AND ANSWERS ABOUT THE WALGREENS SPECIAL MEETING 1 SUMMARY 7 WALGREENS SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA 20 ALLIANCE BOOTS SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA 22 UNAUDITED COMPARATIVE PER SHARE INFORMATION 24 EXCHANGE RATE INFORMATION 25 RISK FACTORS 26 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 38 MARKET, ECONOMIC AND INDUSTRY DATA 40 THE WALGREENS SPECIAL MEETING 41 THE TRANSACTIONS 46 MARKET PRICE AND DIVIDEND INFORMATION 91 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION 94 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 1 11 INFORMATION ABOUT THE COMPANIES 1 69 DIRECTORS AND EXECUTIVE OFFICERS OF WALGREENS BOOTS ALLIANCE IMMEDIATELY FOLLOWING THE COMPLETION OF THE TRANSACTIONS 1 73 DESCRIPTION OF WALGREENS BOOTS ALLIANCE CAPITAL STOCK 1 77 COMPARISON OF SHAREHOLDER RIGHTS BEFORE AND AFTER THE REORGANIZATION 1 80 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS OF WALGREENS 1 92 THE PURCHASE AND OPTION AGREEMENT 1 94 THE AMENDMENT 2 06 WALGREENS SHAREHOLDERS AGREEMENT 2 07 AB SHAREHOLDERS AGREEMENT 2 12 REORGANIZATION MERGER AGREEMENT 2 19 OTHER AGREEMENTS AND ARRANGEMENTS 2 22 LEGAL MATTERS 2 26 EXPERTS 2 26 WALGREENS BOOTS ALLIANCE ANNUAL MEETING SHAREHOLDER PROPOSALS 2 27 SHAREHOLDERS SHARING AN ADDRESS 2 28 COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 2 29 OTHER MATTERS 2 29 WHERE YOU CAN FIND MORE INFORMATION 2 30 i