The largest drug retailer in the US, Walgreens, has instructed Wachtell, Lipton, Rosen & Katz and Magic Circle firm Allen & Overy to handle its full combination with Nottingham-based chemist Alliance Boots.
Walgreens board of directors has exercised an option to complete the acquisition of the remaining 55% of Alliance Boots after an initial 45% investment completed in 2012. The $9bn deal will create a pharmacy-led retailer with more than 11,000 stores in 10 countries. Walgreens expects to close the transaction in the first quarter of 2015, with the combination also set to establish the world’s largest pharmaceutical wholesale and distribution network with more than 370 distribution centres delivering to more than 180,000 pharmacies, doctors, health centres and hospitals in 20 countries.
Walgreens Boots Alliance will be headquartered in Chicago, declining to carry out a tax inversion that would have added to the $1bn in savings planned by end of 2017. Walgreens said in a statement that the combined size and scale of the companies will help the two to expand supply while addressing the rising cost of prescription drugs in America and worldwide.
The A&O team was led by Amsterdam corporate partner Justin Steer, alongside the office’s head of competition Paul Glazener.
Stefano Pessina, executive chairman of Alliance Boots, said: ‘The expected creation of the new enterprise will represent the most significant milestone in the history of Alliance Boots and, importantly, a very positive step for the health care industry as a whole. Together with Walgreens, we have already made good progress over the past two years and I strongly believe that the merger will bring significant growth opportunities for both mature and emerging markets.’
Investment banks Goldman Sachs and Lazard acted as financial advisers on the transaction. Gibson Dunn’s New York corporate partners Eduardo Gallardo and Dennis Friedman were enlisted by Lazard.