From Walgreen’s SEC Section 425 filing posted on December 11, 2014:
Dear Walgreens Shareholder:
On November 24, 2014, we mailed to you a definitive proxy statement/prospectus (the “Proxy Statement”) for the Special Meeting of Shareholders of Walgreen Co. (“Walgreens” or the “Company”), to be held on December 29, 2014 relating to, among other things, the reorganization of Walgreens into a holding company structure and the issuance of shares of common stock in connection with the acquisition of the remaining 55% of Alliance Boots GmbH that Walgreens does not currently own.
The following information supplements the Proxy Statement and should be read in conjunction with the Proxy Statement, which should be read in its entirety. Terms used below have the meanings set forth in the Proxy Statement, unless otherwise defined below.
Retirement of Gregory D. Wasson
On December 10, 2014, Walgreens announced that Mr. Gregory D. Wasson informed the Board of Walgreens that he will retire as President and Chief Executive Officer, and as a member of the Board of Walgreens (or, assuming the completion of the Reorganization, the Board of Walgreens Boots Alliance, as applicable), effective shortly after the completion of the Step 2 Acquisition (such effective time, the “Transition Time”).
On December 10, 2014, the Board met and formally accepted Mr. Wasson’s retirement as of the Transition Time. The Board also appointed (a) James A. Skinner, the current Chairman of the Board of Walgreens, to serve as Executive Chairman of the Board (or, assuming the completion of the Reorganization, the Board of Walgreens Boots Alliance, as applicable), effective at the Transition Time and (b) Stefano Pessina, the current Executive Chairman of Alliance Boots and a member of the Board, to serve as Acting Chief Executive Officer of Walgreens (or, assuming the completion of the Reorganization, of Walgreens Boots Alliance, as applicable) reporting to Mr. Skinner as Executive Chairman, effective at the Transition Time, pending the completion of the Board’s search for a successor to Mr. Wasson as Chief Executive Officer. In addition, effective at the Transition Time, the Board appointed William C. Foote as lead independent director of the Board of Walgreens (or, assuming the completion of the Reorganization, the Board of Walgreens Boots Alliance, as applicable).
The Board has formed a Search Committee with Steven A. Davis, member of the Board and Chair of the Nominating & Governance Committee, as Chair to identify a permanent Chief Executive Officer. The remaining members of the Committee will be determined shortly after which the Committee will retain an executive recruiting firm to assist in the search.
Mr. Pessina, age 73, has extensive leadership experience and knowledge of Walgreens and Alliance Boots. Mr. Pessina has been a director of Walgreens since 2012 and has served as Executive Chairman of Alliance Boots since July 2007, having previously served as its Executive Deputy Chairman. Mr. Pessina previously served as Alliance Boots’ Executive Deputy Chairman. Prior to the merger of Alliance UniChem and Boots plc, Mr. Pessina was Executive Deputy Chairman of Alliance UniChem, previously having been its Chief Executive for three years through December 2004. Mr. Pessina was appointed to the Alliance UniChem Board in 1997 when UniChem merged with Alliance Santé, the Franco-Italian pharmaceutical wholesale group which he established in Italy in 1977. Mr. Pessina also serves on the Board of Directors of Galenica AG, a publicly-traded Swiss healthcare group, and a number of private companies.
Mr. Pessina or certain of his affiliates are parties to certain transactions with Walgreens which are described in Item 13 of Walgreens’ Annual Report on Form 10-K for the year ended August 31, 2014, as amended, which is incorporated by reference in the Proxy Statement.
Each reference in the Proxy Statement to the directors and executive officers of Walgreens Boots Alliance (or Walgreens, as applicable) upon completion of the Transactions (or the Step 2 Acquisition, as applicable) is deemed expressly modified and superseded to the extent inconsistent with the foregoing by the disclosures set forth in this supplement to the Proxy Statement.
Shareholders with questions about the above information or the Proxy Statement may call our proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-877-456-3463.
|Very truly yours,|
|JAMES A. SKINNER|
|Chairman of the Board|