We are investigating the fairness of the proposed sale of Walgreens Boots Alliance, Inc. (Nasdaq: WBA) (“Walgreens”) to Sycamore Partners (“Sycamore”) for $11.45 per share in cash, plus potentially up to an additional $3.00 per share in cash from future monetization of WBA’s VillageMD businesses.
Notably, as detailed below, the sale price is below the price target for Walgreens of at least two Wall Street analysts even including the potential additional $3.00 per share in cash (source: TipRanks).
As further detailed below, several shareholders on SeekingAlpha have expressed extreme disappointment in the sale price.
If you remain a Walgreens shareholder and question the fairness of the price, you may contact our firm to discuss your rights at no cost by completing and submitting the form below.
Why is there an investigation?
On March 6, 2025, after the markets closed, Walgreens announced that it had agreed to be sold to Sycamore for $11.45 per share in cash, plus a non-transferable right (“Divested Asset Proceed Right” or “DAP Right”) to receive potentially up to an additional $3.00 per share in cash from future monetization of WBA’s VillageMD businesses.
Notably, WBA’s Executive Chairman, Stefano Pessina, and his holding company, who in the aggregate own approximately 17% of WBA’s shares of outstanding common stock, have agreed to vote all of their shares of WBA common stock in favor of the transaction, and to reinvest all of the cash they receive from the sale, in addition to an incremental cash investment, into the acquiring company. Accordingly, Mr. Pessina and his holding company will maintain a significant ongoing equity investment in WBA’s businesses post-close, unlike public shareholders who are being fully cashed out.
The price that public shareholders are receiving is below the price target for Walgreens of at least two Wall Street analysts even including the potential additional $3.00 per share in cash: Lisa Gill of J.P. Morgan ($15.00 per share target), and Charles Rhyee of TD Cowen ($15.00 per share target) (source: TipRanks). Additionally, the following three Wall Street analysts have $12.00 per share price targets for Walgreens: Ben Hendrix of RBC Capital, Elizabeth Anderson of Evercore ISI, and David Macdonald of Truist Financial (source: TipRanks).
Additionally, several shareholders on SeekingAlpha have expressed extreme disappointment in the sale price. For example, one investor with the screenname “evansd108” complained, “Getting robbed on this deal.” Another investor with the screenname “TradeJoeZ” commented, “Terrible deal for shareholders.” Finally, an investor with the screenname “Bitzap” lamented, “What a rip off.”
Finally, the sale price is well below Walgreens’ 52-week high of $22.05, and thus the deal appears highly opportunistic.
“We are investigating whether the Walgreens Board of Directors acted in the best interests of Walgreens shareholders in approving the sale,” explained Joshua Fruchter, a founding partner of Wohl & Fruchter. “This includes whether the price agreed upon is fair to Walgreens shareholders, as well as whether all material information regarding the transaction has been fully disclosed.”