WBA Files Proxy; CEO Touts Q3 Momentum Ahead of Merger Ballot

Rhea-AI Filing Summary

Walgreens Boots Alliance (NASDAQ:WBA) filed Definitive Additional Proxy Materials (DEFA14A) tied to its proposed merger with Sycamore Partners’ vehicle Blazing Star.

The filing confirms that the special shareholder meeting will be held on July 11, 2025, when investors will vote on the transaction detailed in the March 6, 2025 merger agreement. CEO Tim Wentworth’s transcript highlights Q3 FY25 progress: cost-savings in U.S. retail pharmacy, improving VillageMD and Shields performance, strong international results and higher cash flow, offset by continuing U.S. retail headwinds.

The Board unanimously recommends a FOR vote. Forward-looking language reiterates multiple risks including financing, regulatory approvals and potential termination fees. No financial terms of the merger or voting tallies are disclosed in this update.

Positive

• Definitive proxy schedules July 11, 2025 special meeting for shareholders to approve Sycamore take-private transaction
• Board unanimously recommends voting FOR the merger, indicating internal alignment on strategic direction

Negative

• Filing reiterates ongoing challenges in U.S. retail segment, emphasizing continued operational headwinds
• Extensive risk disclosures note financing, regulatory and termination-fee risks that could derail the merger

Insights

M&A Specialist

TL;DR: Shareholder vote set; deal moves to critical approval phase

Setting the July 11 meeting signals that key SEC filings and fairness analyses are complete, moving the $Sycamore take-private to its final hurdle—stockholder approval. While the Board’s FOR recommendation and definitive proxy mailing reduce procedural risk, completion still hinges on financing and regulatory clearances noted in the risk section. Investors should monitor any supplemental filings for revised terms or competing bids before record-date voting closes.

Corporate Governance Expert

TL;DR: Governance process intact, but retail weakness still looms

The company followed best-practice disclosure: proxy mailing, 13E-3, participant details and forward-looking risk factors. However, management again cites persistent U.S. retail challenges—an operational drag that underscores urgency for strategic change. Absent quantified Q3 metrics or deal premium, the filing neither strengthens nor weakens the investment thesis, leaving impact neutral until shareholders evaluate valuation details contained in the full proxy.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

☐ Preliminary Proxy Statement

 

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐ Definitive Proxy Statement

 

☒ Definitive Additional Materials

 

☐ Soliciting Material under § 240.14a-12

WALGREENS BOOTS ALLIANCE, INC.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

☒ No fee required

 

☐ Fee paid previously with preliminary materials

 

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 

This Schedule 14A relates solely to communications made after furnishing security holders of Walgreens Boots Alliance, Inc. (the “Company”) with a definitive proxy statement and a transaction statement on Schedule 13E-3 related to a proposed transaction with Blazing Star Parent, LLC, a Delaware limited liability company (“Parent”), and Blazing Star Merger Sub, Inc., a Delaware corporation (“Merger Sub”), upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of March 6, 2025, by and among the Company, Parent and Merger Sub.

1. Tim Wentworth, CEO Earnings Briefing Video – Transcript

Team, earlier today we shared our third quarter earnings for fiscal year 25 and I’m pleased to say we continued the positive momentum from the last two quarters.

This is a credit to your commitment and focus on our strategic imperatives, but more importantly, your dedication to serving our customers and patients.

Some of the highlights this quarter include progress on our cost savings initiatives, primarily in the U.S. retail pharmacy segment. We also saw improvement with VillageMD and growth at Shields. Our international business continues to be an additional bright spot, with positive results from both Boots UK and our German wholesale business. And across the company, we had strong cash flow improvement supported by working capital initiatives in the U.S.

All of this momentum helped to offset ongoing challenges in U.S. retail, which further underscores the importance of focused execution on our turnaround. Our pending transaction with Sycamore is part of that plan, as this partnership will help deliver the long-term value and growth we need to be the first choice for pharmacy, retail and health services.

On that note, we’ve made good progress on the transaction, and recently reached another milestone when we filed our definitive proxy providing detailed information on the transaction. Notably, the definitive proxy includes the date of our WBA Special Meeting for shareholders, which will be Friday, July 11. This is when shareholders will vote to approve the transaction.

If you are a shareholder, please remember that you can vote today, and that our Board recommends that you vote FOR the transaction. The proxy card that was mailed to you has instructions on how to vote. Alternatively, if your shares are through a bank, broker or other nominee, that bank, broker or other nominee will provide voting instructions.

For all team members, I know that you have a lot of questions, and I will continue to keep you updated as we work to close the deal in the third or fourth quarter of this calendar year. I look forward to sharing more during our U.S. Town Hall on July 15, where I’ll also talk more about our third quarter earnings.

Thank you.

Additional Information and Where to Find It

In connection with the proposed transaction between Walgreens Boots Alliance, Inc. (the “Company”) and affiliates of Sycamore Partners Management, L.P. (“Sycamore Partners”), the Company has filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A relating to its special meeting of stockholders. The Company and certain affiliates of the Company have jointly filed a transaction statement on Schedule 13E-3. The definitive proxy statement and proxy card have been mailed to the Company’s stockholders of record as of the close of business on June 6, 2025. The Company may file or furnish other documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, SYCAMORE PARTNERS AND THE PROPOSED TRANSACTION.

 

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Stockholders may obtain free copies of the definitive proxy statement and the Schedule 13E-3 and other documents the Company files with the SEC from the SEC’s website at www.sec.gov or through the Investors portion of the Company’s website at investor.walgreensbootsalliance.com under the link “Financials and Filings” and then under the link “SEC Filings” or by contacting the Company’s Investor Relations team by e-mail at Investor.Relations@wba.com.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction. Information regarding the Company’s directors and executive officers is contained in the definitive proxy statement filed with the SEC on June 6, 2025 (https://www.sec.gov/Archives/edgar/data/1618921/000119312525137049/d942554ddefm14a.htm) under the sections entitled “Special Factors—Interests of the Executive Officers and Non-Employee Directors of the Company in the Merger,” “Directors and Executive Officers of the Company” and “Security Ownership of Certain Beneficial Owners and Management.” You may also find additional information about the Company’s directors and executive officers in the Company’s proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on December 13, 2024. To the extent that holdings of the Company’s securities have changed since the amounts set forth in the proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their interests is contained in the proxy statement and other relevant materials to be filed with the SEC relating to the proposed transaction. These documents can be obtained (when available) free of charge from the sources indicated above.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, such as statements regarding our expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “accelerate,” “aim,” “ambition,” “anticipate,” “approximate,” “aspire,” “assume,” “believe,” “can,” “continue,” “could,” “create,” “enable,” “estimate,” “expect,” “extend,” “forecast,” “future,” “goal,” “guidance,” “intend,” “long-term,” “may,” “model,” “ongoing,” “opportunity,” “outlook,” “plan,” “position,” “possible,” “potential,” “predict,” “preliminary,” “project,” “seek,” “should,” “strive,” “target,” “transform,” “trend,” “vision,” “will,” “would,” and variations of these terms or other similar expressions, although not all forward-looking statements contain these words. Such statements include, but are not limited to, statements regarding the proposed transaction, our ability to consummate the proposed transaction on the expected timeline or at all, the anticipated benefits of the proposed transaction, and the terms, the impact of the proposed transaction on our future business, results of operations and financial condition and the scope of the expected financing in connection with the proposed transaction. Forward-looking statements are based on current estimates, assumptions and beliefs and are subject to known and unknown risks and uncertainties, many of which are beyond our control, that may cause actual results to vary materially from those indicated by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) the ability of affiliates of Sycamore Partners to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the proposed transaction; (iii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the receipt of certain regulatory approvals and stockholder approval; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the transaction agreements, including in circumstances requiring the Company to pay a termination fee; (v) the effect of the announcement or pendency of the proposed transaction on the Company’s business relationships, operating results and business generally; (vi) the risk that the proposed transaction disrupts the Company’s current plans and operations; (vii) the Company’s ability to retain and hire key personnel and maintain relationships with key business partners and customers, and others with whom it does business; (viii) risks related to diverting management’s

 

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attention from the Company’s ongoing business operations; (ix) significant or unexpected costs, charges or expenses resulting from the proposed transaction; (x) potential litigation relating to the proposed transaction that could be instituted against the parties to the transaction agreements or their respective directors, managers or officers, including the effects of any outcomes related thereto; (xi) uncertainties related to the continued availability of capital and financing and rating agency actions; (xii) certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xiii) uncertainty as to timing of completion of the proposed transaction; (xiv) the risk that the holders of Divested Asset Proceed Rights will receive less-than-anticipated payments or no payments with respect to the Divested Asset Proceed Rights after the closing of the proposed transaction and that such rights will expire valueless; (xv) the impact of adverse general and industry-specific economic and market conditions; (xvi) the possibility that alternative transaction proposals will or will not be made; (xvii) though no such transactions existed, the possibility that, if the Company did not enter into the transaction agreements, it potentially could have, at a later date, attempted to engage in other, unspecified transactions, including restructuring efforts, special dividends or the sale of some or all of the Company’s assets that may have produced a higher aggregate value than that available to the Company’s stockholders in the merger; (xviii) the risk that the Company’s stock price may decline significantly if the merger is not completed; and (xix) other risks described in the Company’s filings with the SEC. Forward looking statements included herein are made only as of the date hereof and the Company does not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as required by law. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.

2. Tim Wentworth, CEO Earnings Briefing Post on Walgreens W Connect

This morning, we reported WBA’s fiscal year 2025 third quarter financial results, and I’m happy to say that we continued to build on the momentum from the last two quarters.

We’re making progress in a number of areas, including U.S. Healthcare and pharmacy, as we continue to face challenges in U.S. retail. It’s clear that we need to accelerate our turnaround, and our pending transaction with Sycamore Partners will help deliver the long-term value and growth we need to be the first choice for pharmacy, retail and health services.

Please watch the video below for my take on this quarter’s earnings, and I look forward to sharing more during the U.S. Town Hall on July 15.

For additional information on our third quarter earnings, please read our press release.

Thank you,

Tim

[The transcript of the video is available as Item 1 on this Schedule 14A]

Additional Information and Where to Find It

In connection with the proposed transaction between Walgreens Boots Alliance, Inc. (the “Company”) and affiliates of Sycamore Partners Management, L.P. (“Sycamore Partners”), the Company has filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A relating to its special meeting of stockholders. The Company and certain affiliates of the Company have jointly filed a transaction statement on Schedule 13E-3. The definitive proxy statement and proxy card have been mailed to the Company’s stockholders of record as of the close of business on June 6, 2025. The Company may file or furnish other documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, SYCAMORE PARTNERS AND THE PROPOSED TRANSACTION.

 

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Stockholders may obtain free copies of the definitive proxy statement and the Schedule 13E-3 and other documents the Company files with the SEC from the SEC’s website at www.sec.gov or through the Investors portion of the Company’s website at investor.walgreensbootsalliance.com under the link “Financials and Filings” and then under the link “SEC Filings” or by contacting the Company’s Investor Relations team by e-mail at Investor.Relations@wba.com.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction. Information regarding the Company’s directors and executive officers is contained in the definitive proxy statement filed with the SEC on June 6, 2025 (https://www.sec.gov/Archives/edgar/data/1618921/000119312525137049/d942554ddefm14a.htm) under the sections entitled “Special Factors—Interests of the Executive Officers and Non-Employee Directors of the Company in the Merger,” “Directors and Executive Officers of the Company” and “Security Ownership of Certain Beneficial Owners and Management.” You may also find additional information about the Company’s directors and executive officers in the Company’s proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on December 13, 2024. To the extent that holdings of the Company’s securities have changed since the amounts set forth in the proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their interests is contained in the proxy statement and other relevant materials to be filed with the SEC relating to the proposed transaction. These documents can be obtained (when available) free of charge from the sources indicated above.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, such as statements regarding our expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “accelerate,” “aim,” “ambition,” “anticipate,” “approximate,” “aspire,” “assume,” “believe,” “can,” “continue,” “could,” “create,” “enable,” “estimate,” “expect,” “extend,” “forecast,” “future,” “goal,” “guidance,” “intend,” “long-term,” “may,” “model,” “ongoing,” “opportunity,” “outlook,” “plan,” “position,” “possible,” “potential,” “predict,” “preliminary,” “project,” “seek,” “should,” “strive,” “target,” “transform,” “trend,” “vision,” “will,” “would,” and variations of these terms or other similar expressions, although not all forward-looking statements contain these words. Such statements include, but are not limited to, statements regarding the proposed transaction, our ability to consummate the proposed transaction on the expected timeline or at all, the anticipated benefits of the proposed transaction, and the terms, the impact of the proposed transaction on our future business, results of operations and financial condition and the scope of the expected financing in connection with the proposed transaction. Forward-looking statements are based on current estimates, assumptions and beliefs and are subject to known and unknown risks and uncertainties, many of which are beyond our control, that may cause actual results to vary materially from those indicated by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) the ability of affiliates of Sycamore Partners to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the proposed transaction; (iii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the receipt of certain regulatory approvals and stockholder approval; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the transaction agreements, including in circumstances requiring the Company to pay a termination fee; (v) the effect of the announcement or pendency of the proposed transaction on the Company’s business relationships, operating results and business generally; (vi) the risk that the proposed transaction disrupts the Company’s current plans and operations; (vii) the Company’s ability to retain and hire key personnel and maintain relationships with key business partners and customers, and others with whom it does business; (viii) risks related to diverting management’s attention from the Company’s ongoing business operations; (ix) significant or unexpected costs, charges or expenses resulting from the proposed transaction; (x) potential litigation relating to the proposed transaction that could be instituted against the parties to the transaction agreements or their respective directors, managers or officers,

 

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including the effects of any outcomes related thereto; (xi) uncertainties related to the continued availability of capital and financing and rating agency actions; (xii) certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xiii) uncertainty as to timing of completion of the proposed transaction; (xiv) the risk that the holders of Divested Asset Proceed Rights will receive less-than-anticipated payments or no payments with respect to the Divested Asset Proceed Rights after the closing of the proposed transaction and that such rights will expire valueless; (xv) the impact of adverse general and industry-specific economic and market conditions; (xvi) the possibility that alternative transaction proposals will or will not be made; (xvii) though no such transactions existed, the possibility that, if the Company did not enter into the transaction agreements, it potentially could have, at a later date, attempted to engage in other, unspecified transactions, including restructuring efforts, special dividends or the sale of some or all of the Company’s assets that may have produced a higher aggregate value than that available to the Company’s stockholders in the merger; (xviii) the risk that the Company’s stock price may decline significantly if the merger is not completed; and (xix) other risks described in the Company’s filings with the SEC. Forward looking statements included herein are made only as of the date hereof and the Company does not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as required by law. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.

 

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FAQ

When will WBA shareholders vote on the Sycamore Partners transaction?

The special meeting is scheduled for Friday, July 11, 2025 as disclosed in the definitive proxy.

What does the Walgreens Boots Alliance Board recommend regarding the merger?

The Board recommends shareholders vote FOR approval of the proposed transaction.

How can WBA shareholders cast their votes for the July 11 meeting?

Shareholders may vote via the mailed proxy card or follow instructions provided by their bank, broker or nominee.

What risks could prevent the closing of WBA’s merger with Sycamore Partners?

Risks include financing availability, required regulatory approvals, shareholder approval failure and potential termination-fee triggers.

Did Walgreens disclose specific Q3 FY25 financial figures in this DEFA14A?

No; the CEO referenced positive momentum and cash-flow improvement but no detailed numbers were included in this filing.