Ropes & Gray Advises on Walgreens Boots Alliance $23.7B Acquisition by Sycamore Partners.
Walgreens Boots Alliance (WBA) has announced its acquisition by Sycamore Partners in a take-private deal valued at up to $23.7 billion. The transaction, revealed on March 6, 2025, is expected to close in the fourth quarter of 2025, pending approval from WBA’s shareholders and regulatory authorities. Ropes & Gray is advising WBA on healthcare regulatory matters as part of the deal.
The transaction offers WBA shareholders two primary forms of consideration:
- $11.45 per share in cash at closing, representing a 29% premium over WBA’s share price on December 9, 2024.
- A Divested Asset Proceed Right (DAP Right), giving shareholders up to $3.00 per share from the future monetization of WBA’s VillageMD-related assets, including Village Medical, Summit Health, and CityMD businesses. This increases the Total Consideration to a potential 63% premium over WBA’s December 9, 2024 closing price.
Tim Wentworth, CEO of Walgreens Boots Alliance, outlined the strategic importance of the deal. “While we are making progress with our turnaround strategy, Sycamore’s expertise and experience will help us manage the changes more effectively as a private company. This agreement offers shareholders premium cash value and the chance to benefit from the future value creation of our VillageMD assets.”
Wentworth also expressed appreciation for WBA’s 311,000 employees, praising their dedication to customers and patients worldwide.
Stefan Kaluzny, Managing Director at Sycamore Partners, expressed strong confidence in WBA’s future success. “For nearly 125 years, Walgreens, and for 175 years, Boots, along with their portfolio of trusted brands, have been integral to the lives of patients and customers. Sycamore has deep respect for WBA’s talented and dedicated team members, and we are committed to stewarding the Company’s iconic brands. This transaction reflects our confidence in WBA’s pharmacy-led model and essential role in driving better outcomes for patients, customers and communities.”
Approval Process and Advisors Involved
The WBA Board of Directors unanimously approved the transaction. Stefano Pessina and John Lederer recused themselves from deliberations and approval. The deal is subject to shareholder and regulatory approvals and is expected to close in the fourth quarter of 2025.
Advisors for the Transaction:
- Ropes & Gray: Providing healthcare regulatory counsel to WBA.
- Centerview Partners: Acting as WBA’s financial advisor.
- Kirkland & Ellis: Legal advisors to WBA.
- Morgan Stanley: Financial advisor to WBA and provided a fairness opinion to the board.
Sycamore Partners’ Advisors:
- UBS Investment Bank: Lead financial advisor.
- Goldman Sachs, J.P. Morgan, Citi, and Wells Fargo: Co-lead financial advisors.
- Davis, Polk & Wardwell LLP: Legal counsel for Sycamore.
- Bass Berry & Sims PLC: Healthcare regulatory counsel for Sycamore.
Debevoise & Plimpton LLP is advising Stefano Pessina, former Executive Chairman of WBA.
The $23.7 billion acquisition of Walgreens Boots Alliance by Sycamore Partners is a significant move in the healthcare and retail pharmacy sectors. With Ropes & Gray providing expert regulatory counsel, the deal is set to reshape WBA’s future as it transitions into private ownership, helping to position the company for continued success in an increasingly competitive healthcare landscape.
Walgreens Boots Alliance (WBA) is a global leader in healthcare, pharmacy, and retail services, with a 175-year legacy of community care. Operating in eight countries with over 12,500 locations, WBA serves millions of customers through trusted brands like Walgreens, Boots, Duane Reade, No7 Beauty, and Benavides.
The company is committed to improving access to healthcare with in-store and digital services. WBA aims to create healthier communities and promote sustainability, employing 311,000 people globally. With over 130,000 healthcare providers, WBA is a major force in the global healthcare ecosystem, shaping the future of pharmacy and health services.
The Ropes & Gray team was led by healthcare partners Adrianne Ortega and Tim McCrystal. It also included partner Lincoln Tsang, head of the European life sciences practice, healthcare counsel Peter Holman Jr. and Elizabeth Whitkin, and healthcare associate Richard Harris II.
Ropes & Gray is a global law firm providing comprehensive legal services to clients across a wide range of industries. With a reputation for excellence, the firm is known for its expertise in areas such as corporate law, private equity, M&A, intellectual property, litigation, regulatory matters, and finance.
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