Walgreens Boots Alliance Shareholders Overwhelmingly Approve Acquisition by Sycamore Partners
Walgreens Boots Alliance, announced a significant milestone on the path to its planned acquisition by Sycamore Partners Management, L.P. Shareholders of the global pharmacy-led health and retail company voted overwhelmingly in favor of the proposed transaction during a special meeting convened to assess the deal. According to preliminary vote counts, approximately 96% of votes cast across all shareholders supported the merger agreement. Among unaffiliated shareholders—those without financial ties to the acquiring party—support remained exceptionally strong, with 95% of votes cast endorsing the deal.
The acquisition, first announced on March 6, 2025, outlines Sycamore Partners’ plan to acquire all outstanding shares of Walgreens Boots Alliance for $11.45 per share in cash. Additionally, each shareholder will receive a non-transferable Divested Asset Proceeds Right (DAPR), entitling them to up to an additional $3.00 per share in potential future payments. These contingent payments depend on the monetization of WBA’s interests in VillageMD and its associated operations, which include Village Medical, Summit Health, and CityMD.
Tim Wentworth, Chief Executive Officer of Walgreens Boots Alliance, expressed appreciation for the shareholder vote of confidence. “We appreciate the consideration and overwhelming support from our shareholders in our value-maximizing transaction with Sycamore,” Wentworth said following the meeting. “With Sycamore’s partnership, we will be better positioned to accelerate our turnaround strategy, further enhance the customer, patient and team member experience, and become the first choice for pharmacy, retail and health services. We look forward to closing the transaction and entering this next chapter.”
A Turning Point for WBA
The acquisition by Sycamore comes during a period of transformation and challenge for Walgreens Boots Alliance. The company has been navigating a series of strategic pivots aimed at stabilizing its financial performance, modernizing its retail operations, and adapting to the rapidly changing landscape of pharmacy services and healthcare delivery in the U.S. and abroad.
Once a leader in traditional retail pharmacy, WBA has, in recent years, faced mounting competitive pressures from major chains like CVS and online entrants such as Amazon Pharmacy. At the same time, declining foot traffic in brick-and-mortar retail, shrinking prescription reimbursement margins, and rising operating costs have placed increasing strain on Walgreens’ business model.
WBA has responded to these pressures with a multipronged strategy focused on digital transformation, cost reductions, and a renewed emphasis on healthcare services. One of the key pillars of this strategy was the company’s investment in VillageMD, a primary care provider with ambitions to integrate primary care and pharmacy services under one roof. Walgreens had planned to open hundreds of Village Medical clinics co-located with its pharmacies across the United States.
However, by early 2024, challenges with execution, rising losses, and investor pushback on the scale of spending led to questions about the long-term viability of the VillageMD partnership. As the company reevaluated its approach, the decision to monetize its interests in VillageMD and explore strategic alternatives ultimately paved the way for the current acquisition structure.
Transaction Terms and Shareholder Benefits
The terms of the agreement between WBA and Sycamore Partners include a straightforward cash payment of $11.45 per share, delivering immediate liquidity to shareholders. The additional value comes from the Divested Asset Proceeds Right, which allows shareholders to receive up to $3.00 per share in the future, depending on the proceeds received from the divestiture of WBA’s equity and debt holdings in VillageMD and its related companies.
This structure reflects the company’s intent to deliver value not just through the base transaction price but also by sharing the upside from asset sales with shareholders. While the DAPR is non-transferable, it ensures that long-time investors may still benefit from the eventual monetization of a once-core element of WBA’s healthcare transformation strategy.
The vote of confidence from shareholders signals broad support for the deal structure and faith in Sycamore’s ability to reposition WBA for sustainable long-term growth.
Next Steps Toward Completion
Walgreens Boots Alliance anticipates closing the transaction in either the third or fourth quarter of calendar year 2025. The deal remains subject to the satisfaction of customary closing conditions, including receiving regulatory approvals from relevant authorities.
The company confirmed that the final vote tallies from the Special Meeting will be reported in a forthcoming Form 8-K filing with the U.S. Securities and Exchange Commission (SEC), providing shareholders and the public with the official breakdown of support.
The partnership with Sycamore, a private equity firm with extensive experience in the consumer and retail space, is expected to provide WBA with both financial backing and strategic guidance as it seeks to accelerate its transformation efforts away from public market pressures. Operating as a privately held company may also give WBA greater flexibility in restructuring and optimizing its operations without the constraints of quarterly earnings cycles.
Advisory Teams and Strategic Support
A comprehensive advisory team supported Walgreens Boots Alliance in evaluating and negotiating the proposed transaction. Centerview Partners served as the lead financial advisor, bringing its deep experience in complex M&A transactions. Kirkland & Ellis LLP provided legal counsel, while Ropes & Gray LLP offered additional expertise in healthcare regulatory matters.
Morgan Stanley & Co. LLC also acted as a financial advisor to WBA and delivered a fairness opinion to the company’s Board of Directors, affirming the valuation terms of the deal and reinforcing the board’s confidence in moving forward.
For Sycamore Partners, this acquisition represents a significant investment in the healthcare and pharmacy sector. The firm is known for its portfolio of retail and consumer-focused investments, and its backing is expected to provide WBA with capital and operational resources to accelerate strategic priorities in a private setting.
Broader Implications for the Pharmacy Sector
WBA’s move to go private mirrors broader trends across the healthcare and retail industries, where companies are increasingly seeking alternative ownership structures to gain the flexibility needed for long-term transformation. By stepping away from the public spotlight, WBA aims to more effectively execute on its turnaround strategy, reposition its retail footprint, and deliver healthcare in more integrated, digitally enabled ways.
The transaction also reflects a growing recognition that traditional pharmacy models must evolve to remain competitive. Walgreens’ pivot toward integrating health services, streamlining operations, and pursuing partnerships could serve as a model for other industry players navigating similar pressures.
As the company prepares for life under Sycamore’s ownership, investors, regulators, employees, and customers will be closely watching how WBA navigates this pivotal chapter. For now, shareholder approval marks a key milestone and sets the stage for the completion of one of the most closely watched healthcare transactions of the year.
