Walgreens 2015 Annual Report Download - page 131

Download and view the complete annual report

Please find page 131 of the 2015 Walgreens annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 148

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148

• may have been qualified by disclosures that were made to the other party in connection with the
negotiation of the applicable agreement, which disclosures are not necessarily reflected in the
agreement;
• may apply standards of materiality in a way that is different from what may be viewed as material
to you or other investors; and
• were made only as of the date of the applicable agreement or such other date or dates as may be
specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the
date they were made or at any other time.
(b) Exhibits
Exhibit
No. Description SEC Document Reference
2.1* Purchase and Option Agreement by and among
Walgreen Co., Alliance Boots GmbH and AB
Acquisitions Holdings Limited dated June 18,
2012 and related annexes.
Incorporated by reference to Annex B-1 to the
proxy statement/prospectus forming a part of
the Registration Statement on Form S-4 (File
No. 333-198768) filed with the SEC pursuant to
Rule 424(b)(3) on November 24, 2014.
2.2* Amendment No. 1, dated August 5, 2014, to the
Purchase and Option Agreement and Walgreen
Co. Shareholders Agreement, by and among
Walgreen Co., Alliance Boots GmbH, AB
Acquisitions Holdings Limited, Walgreen
Scotland Investments LP, KKR Sprint (European
II) Limited, KKR Sprint (2006) Limited and
KKR Sprint (KPE) Limited, Alliance Santé
Participations S.A., Stefano Pessina and
Kohlberg Kravis Roberts & Co. L.P.
Incorporated by reference to Annex B-2 to the
proxy statement/prospectus forming a part of
the Registration Statement on Form S-4 (File
No. 333-198768) filed with the SEC pursuant to
Rule 424(b)(3) on November 24, 2014.
2.3 Reorganization Agreement and Plan of Merger,
dated October 17, 2014, by and among
Walgreen Co., Walgreens Boots Alliance, Inc.
and Ontario Merger Sub, Inc.
Incorporated by reference to Annex A to the
proxy statement/prospectus forming a part of
the Registration Statement on Form S-4 (File
No. 333-198768) filed with the SEC pursuant to
Rule 424(b)(3) on November 24, 2014.
2.4 Amendment No. 1, dated December 23, 2014,
to the Reorganization Agreement and Plan of
Merger, dated October 17, 2014, by and among
Walgreen Co., Walgreens Boots Alliance, Inc.
and Ontario Merger Sub, Inc.
Incorporated by reference to Exhibit 2.1 to
Walgreens Boots Alliance, Inc.’s Current
Report on Form 8-K (File No. 1-36759) filed
with the SEC on December 24, 2014.
2.5 Amendment No. 2, dated December 29, 2014,
to the Reorganization Agreement and Plan of
Merger, dated October 17, 2014, as amended
December 23, 2014, by and among Walgreen
Co., Walgreens Boots Alliance, Inc. and
Ontario Merger Sub, Inc.
Incorporated by reference to Exhibit 2.3 to
Walgreens Boots Alliance, Inc.’s Quarterly
Report on Form 10-Q for the quarter ended
November 30, 2014 (File No. 1-36759) filed
with the SEC on December 30, 2014.
3.1 Amended and Restated Certificate of
Incorporation of Walgreens Boots Alliance, Inc.
Incorporated by reference to Exhibit 3.1 to
Walgreens Boots Alliance, Inc.’s Current
Report on Form 8-K12B (File No. 1-36759)
filed with the SEC on December 31, 2014.
- 127 -