Walgreens Boots Alliance — Merger or Acquisition (March 2025)
10 slides from Walgreens Boots Alliance's merger presentation, Mar 6, 2025
Slide 1: Walgreens Boots Alliance to Be Acquired by Sycamore Partners
Exhibit 99.2 Walgreens Boots Alliance to Be Acquired by Sycamore Partners March 6, 2025 © 2025 Walgreens Boots Alliance, Inc. All rights reserved.
Slide 2: Safe Harbor and Non-GAAP Additional Information and Where to Find It
Safe Harbor and Non-GAAP 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 will file with the Securities and Exchange C
Slide 3: Transaction Overview
Transaction Overview • Walgreens Boots Alliance to be taken private by • With WBA’s deep healthcare expertise and Sycamore’s Sycamore Partners, following a thorough process led by established leadership in retail and consumer the WBA Board of Directors to maximize shareholder investments, WBA will b
Slide 4: Maximizing WBA Shareholder Value
$11.45 per Up to $3.00 Maximizing WBA share per share Cash at closing of Future Monetization WBA Transaction of Divested Assets Shareholder Value 2 DAP Rights Premium of 29% to undisturbed 1 • Total transaction value of up to $23.7B • WBA shareholders to participate in the future monetization of the
Slide 5: Divested Assets Financial Projections
Divested Assets Financial Projections Includes Summit Health, CityMD and Village Medical Projection commentary 1 • CY 2024 Adj. EBITDA represents year- CY CY CY CY CY CY over-year improvement of $292M 2024A 2025E 2026E 2027E 2028E 2029E • Projections assume the completion of sale processes for certa
Slide 6: DAP Rights Enable Participation in Future Divested Assets Monetization
DAP Rights Enable Participation in Future Divested Assets Monetization • At closing, WBA shareholders will receive one non-transferable DAP Right per WBA share owned • DAP Right Holders will be entitled to 70% of the net proceeds from the sale(s) of Divested Assets, up to $3.00 per share (approximat
Slide 7: Flow of Proceeds from Future Sale of Divested Assets
Flow of Proceeds from Future Sale of Divested Assets WBA receives 100% Sale proceeds from of proceeds up to DAP Right Holders Divested Assets the amount of Capped at $3.00 per DAP Right 70% debt owed to it DAP Rights Holders share of WBA net proceeds VillageMD debt to WBA is $3.4 billion as of Febru
Slide 8: Roadmap to Closing
Roadmap to Closing Closing expected in the Includes “go-shop” period No financing condition fourth quarter of calendar and subject to customary year 2025 closing conditions, including Sycamore has obtained fully approval by a majority of committed financing votes cast by WBA shareholders unaffiliate
Slide 9: Appendix
Appendix © 2025 Walgreens Boots Alliance, Inc. All rights reserved.
Slide 10: Reconciliation of Non-GAAP financial measures
Reconciliation of Non-GAAP financial measures Supplemental Information (unaudited) (in millions) OPERATING LOSS TO ADJUSTED EBITDA FOR VILLAGE PRACTICE MANAGEMENT COMPANY, LLC Twelve months ended December 31, 2023 2024 1 Operating loss (GAAP) $ (1,566) $ (13,896) 2 — 12,579 Impairment of goodwill, i
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