Walgreens Boots Alliance to Go Private: Sycamore Partners Acquisition Approved and Closing

On July 11, 2025, Walgreens Boots Alliance shareholders voted in favor of the merger agreement with Sycamore Partners. The approval paved the way for the company to leave the public markets for the first time in decades.

With regulatory requirements now satisfied, Walgreens confirmed that the transaction will officially close after the market closes on August 27, 2025. At that point, Walgreens stock will be removed from the Nasdaq exchange, and investors will receive the agreed cash consideration for each share they hold.

Why Walgreens is Going Private

The decision to go private did not come lightly. Walgreens has faced persistent headwinds, including:

• Declining same-store sales in retail operations

• Pressures on prescription margins

• The financial strain of opioid-related settlements

• Increased competition from rivals like CVS Health, Amazon Pharmacy, and Walmart

Years of declining stock performance reflected these struggles. From highs near $90 in 2015, Walgreens shares fell to under $25 by late 2024, wiping out billions in market value.

By going private under Sycamore Partners, Walgreens aims to gain the flexibility to restructure operations and pursue long-term strategy without the constant scrutiny of quarterly earnings reports.

The Buyout Terms

Under the terms of the agreement with Sycamore Partners, Walgreens shareholders will receive a fixed cash payment per share along with contingent value rights, known as Deferred Additional Payment (DAP) Rights. Each DAP Right entitles holders to potential additional cash payouts if certain financial performance targets are met in the future.

The Deferred Additional Payment (DAP) Rights are tied to Walgreens’ equity and debt interests in the Village Practice Management Company (VPMC) Group. Stockholders are entitled to up to $3.00 per share in additional payments, contingent on proceeds from the sale or monetization of VPMC Group assets. The agreement outlines that shareholders receive 70% to 85% of the net proceeds from these transactions, up to a cap (for example, $3.3 billion in certain scenarios). Payments will only occur if VPMC Group is sold or monetized within a specified timeframe, generally four years post-closing.

In short, the “specific assets” backing the DAP Rights are Walgreens’ holdings in VillageMD and its related VPMC businesses, which include primary care and clinic operations. If Sycamore sells or generates value from these holdings, shareholders could receive extra payments beyond the guaranteed $11.45 in cash per share.

Who is Leading the Acquisition?

The buyer is Sycamore Partners, a private equity firm with a strong record in retail turnarounds. Sycamore specializes in acquiring challenged but established brands and repositioning them for profitability.

Walgreens now joins Sycamore’s portfolio, which includes numerous retail names. With this acquisition, Sycamore adds one of the world’s largest pharmacy chains to its roster, taking on the task of modernizing operations and driving new growth.

Walgreens Stock Performance: The Decline Before the Deal

The approval of the merger brings relief to many investors who had watched the company’s value erode over the last decade.

• In 2015, shares traded near $95.

• By 2020, the stock hovered between $40 and $50.

• In 2024, shares consistently traded under $25.

This decline reflected not only competitive pressure but also investor frustration with Walgreens’ strategy and profitability. The cash payout from the buyout provides certainty and immediate value to shareholders who had endured years of lackluster returns.

What Happens After the Closing?

Once the deal closes on August 27, Walgreens will officially become a private company owned by Sycamore Partners. Investors will no longer be able to buy or sell shares on the Nasdaq, and Walgreens will no longer publish earnings reports or be subject to public disclosure rules.

For customers and employees, the transition will not mean immediate changes. Stores will remain open, and pharmacy services will continue. However, Sycamore is expected to implement a transformation plan focused on three priorities:

1. Restructuring operations by closing underperforming stores and improving supply chain efficiency.

2. Expanding healthcare services, such as in-store clinics and partnerships with healthcare providers.

3. Investing in digital capabilities, including improving online ordering, delivery, and pharmacy technology.

What Shareholders Need to Know

• Cash Payment: Each Walgreens share will be converted into the fixed cash amount specified in the merger agreement.

• Trading Ends: Shares of WBA stock will be delisted after trading closes on August 27, 2025.

• No Future Ownership: Once private, investors will no longer own stock or have a say in Walgreens’ direction.

Final Thoughts

The approval and pending close of Walgreens’ $6.5 billion acquisition by Sycamore Partners marks a dramatic shift in the company’s history. Once a blue-chip retail and healthcare stock, Walgreens struggled to keep pace with competitors and satisfy investors.

As a private company, Walgreens now has the opportunity to reset its strategy away from Wall Street’s quarterly demands. Whether Sycamore can successfully turn around one of America’s most iconic pharmacy chains will be one of the most closely watched retail transformations in years.

FAQs

When will Walgreens officially go private?

The deal will close after trading hours on August 27, 2025, at which point Walgreens stock will be delisted.

How much will shareholders receive?

Each share will be redeemed for a fixed cash payout as outlined in the merger agreement filed with the SEC.

Will Walgreens stores remain open?

Yes. Walgreens locations will continue operations. Over time, Sycamore may close underperforming stores as part of its restructuring strategy.

What changes can employees expect?

While no immediate layoffs have been announced, private equity acquisitions often include operational restructuring. Employees may see adjustments to store operations, supply chain roles, or corporate functions.

What does this mean for customers?

Customers are unlikely to notice immediate differences. Longer term, customers may benefit from improved digital platforms, more efficient service, and expanded healthcare offerings.

Can shareholders still trade their stock after August 27?

No. Once delisted, shares will no longer be traded publicly. Investors will only receive the cash payment agreed upon in the merger terms.

Walgreens Acquisition

Walgreens Acquisition

Financial Disclaimer

This article is for informational purposes only and should not be considered financial, legal, or investment advice. Readers should conduct their own due diligence and consult licensed professionals before making investment decisions.