(1) |
Aggregate number of securities to which transaction applies: As of March 31, 2025, the maximum number of securities of Walgreens Boots Alliance, Inc. (the “Company”) to which this transaction applies is estimated to be 878,954,283, which consists of (a) 864,737,898 shares of shares of the Company’s common stock, par value $0.01 per share (the “common stock”), entitled to receive the per share merger consideration of up to $14.45 (the “Aggregate Per Share Merger Consideration”), which consists of (i) the per share cash consideration of $11.45 and (ii) one divested asset proceed right (“DAP Right”) that could result in an additional cash payment of up to $3.00 per DAP Right, (b) no shares of common stock underlying outstanding stock options, as all outstanding stock options have an exercise price that is equal to or greater than the per share cash consideration of $11.45 and will not be entitled to receive the Aggregate Per Share Merger Consideration, (c) 605,571 shares of shares of common stock underlying outstanding deferred stock units entitled to receive the Aggregate Per Share Merger Consideration, (d) 6,240,141 shares of common stock underlying outstanding restricted stock units that will vest on or before the closing of the merger and are entitled to receive the Aggregate Per Share Merger Consideration, (e) a maximum of 7,268,655 shares of common stock underlying outstanding performance share awards outstanding at the time of the merger held by Company employees, which may be entitled to receive the Aggregate Per Share Merger Consideration (subject to being in continuous service to the surviving company until the date on which the original time-based vesting conditions are satisfied) and (f) 102,018 shares of common stock underlying outstanding performance share awards outstanding at the time of the merger held by former Company employees, which are entitled to receive the Aggregate Per Share Merger Consideration. |