Walgreens and Alliance Boots in Strategic Transaction

Cleary Gottlieb is representing Goldman, Sachs & Co., financial advisor to Walgreen Co., the largest drug store chain in the United States, in its acquisition of a 45% equity interest in Alliance Boots, a leading international pharmacy-led health and beauty group, together with the option to proceed to a full combination by acquiring the remaining 55% of Alliance Boots in approximately three years. The transaction will create the first global pharmacy-led, health and wellbeing enterprise.

The consideration for the initial investment consists of approximately $6.7 billion in cash and stock (comprised of $4.0 billion in cash and 83.4 million Walgreen shares). The second step of the transaction would be valued at approximately $9.5 billion in cash and stock, plus the assumption of the then-outstanding debt of Alliance Boots. Completion of the initial investment, which is subject to various regulatory approvals, is expected to take place by September 1, 2012.