DEERFIELD, Ill. — Walgreens on Tuesday announced that Walgreens Boots Alliance, the anticipated new holding company for the combined Walgreens and Alliance Boots enterprise, filed a registration statement on Form S-4 with the Securities and Exchange Commission containing a preliminary proxy statement/prospectus related to Walgreens acquisition of the remaining 55% of Alliance Boots that the company doesn’t currently own and the reorganization of Walgreens into a holding company structure.
The new holding company to be formed in connection with the transaction, Walgreens Boots Alliance, will be incorporated in the state of Delaware and headquartered in the Chicago area. The Walgreen Co. division of Walgreens Boots Alliance will remain incorporated in Illinois and headquartered in Deerfield, Ill., and the Boots division will remain based at its current location in Nottingham, U.K.
Walgreens will hold a special shareholders meeting to seek approval of the transactions and related matters in connection with Step 2 and the holding company reorganization following completion of the SEC review process and after the Registration Statement has been declared effective by the SEC. Also as described in the Registration Statement, the company currently intends to as "promptly as practicable" announce an anticipated date for an annual meeting of shareholders of Walgreens Boots Alliance during its fiscal year ending Aug. 31, 2015, which is currently intended to be held following the completion of the transactions.