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WALGREEN CO

FORM DEFM14A

(Proxy Statement - Merger or Acquistion (definitive))

Filed 11/24/14

Address

Telephone CIK

Symbol SIC Code

Industry Sector

Fiscal Year

108 WILMOT RD DEERFIELD, IL 60015 8479402500 0000104207 WAG 5912 - Drug Stores and Proprietary Stores Retail (Drugs) Services 08/31

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary proxy statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to ? 240.14a-12

WALGREEN CO.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required. Fee computed below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) AmountPreviously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

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108 Wilmot Road Deerfield, Illinois 60015

Dear Walgreen Co. Shareholder: On behalf of our board of directors (the "Board"), we are very pleased to enclose the proxy statement/prospectus relating to the acquisition

of the remaining 55% of Alliance Boots GmbH ("Alliance Boots") that Walgreen Co. ("Walgreens") does not currently own (the "Step 2 Acquisition"), pursuant to the Purchase and Option Agreement, dated as of June 18, 2012, as amended on August 5, 2014 (as amended, the "Purchase and Option Agreement"), by and among Walgreens, AB Acquisitions Holdings Limited ("AB Acquisitions") and Alliance Boots.

The Board, after careful consideration, has determined that it is in the best interests of Walgreens and its shareholders to exercise Walgreens' option (the "Call Option") under the Purchase and Option Agreement to complete the Step 2 Acquisition in exchange for ?3.133 billion in cash, payable in British pounds sterling, and 144,333,468 shares of Walgreens common stock, subject to certain potential specified adjustments described further in the enclosed proxy statement/prospectus. Pursuant to an amendment to the Purchase and Option Agreement entered into by Walgreens on August 5, 2014 (the "Amendment"), the Call Option became exercisable by Walgreens on that date, and Walgreens, through an indirect wholly owned subsidiary, exercised the Call Option on August 5, 2014.

In addition, in connection with the Step 2 Acquisition and as further described in the enclosed proxy statement/prospectus, the Board has determined that it is in the best interests of Walgreens and its shareholders to, immediately prior to the completion of the Step 2 Acquisition, complete a reorganization of Walgreens into a holding company structure (the "Reorganization"), under which Walgreens would become a wholly owned subsidiary of a new Delaware corporation named "Walgreens Boots Alliance, Inc." ("Walgreens Boots Alliance" or "HoldCo") and you will become a shareholder of Walgreens Boots Alliance. The Reorganization is conditioned upon, and will not be completed unless, the Step 2 Acquisition is completed immediately following the completion of the Reorganization. The Step 2 Acquisition is not conditioned on the completion of the Reorganization.

In the Reorganization, your existing shares of Walgreens common stock will be converted automatically into shares of Walgreens Boots Alliance common stock, par value $0.01, on a one-for-one basis. You will own the same number of shares of Walgreens Boots Alliance common stock as you own of Walgreens common stock immediately prior to the completion of the Reorganization, and, after taking into account the completion of the Step 2 Acquisition, your shares will represent the same ownership percentage of Walgreens Boots Alliance as you would have of Walgreens immediately following the completion of the Step 2 Acquisition without the Reorganization.

The Walgreens Boots Alliance holding company is expected to be headquartered in the Chicago area, while Walgreens' operations are expected to remain headquartered in Deerfield, Illinois and Walgreen Co. will remain an Illinois corporation. The operations of the Alliance Boots group also are expected to remain headquartered at their current locations in the U.K.

The merger pursuant to which the Reorganization will be accomplished is intended to be generally tax-free, for U.S. federal income tax purposes, to Walgreens shareholders.

In connection with the Transactions, Walgreens will hold a Special Meeting of Shareholders on December 29, 2014 at 9:00 a.m., Eastern Standard Time, at The Ritz-Carlton New York, Battery Park, 2 West Street, New York, New York 10004.

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At the Special Meeting, you will be asked to consider and vote upon a proposal to complete the Reorganization (the "Reorganization Proposal").

You will also be asked to consider and vote upon a proposal to approve the following "Share Issuance": (1) if the Reorganization Proposal is approved and the Reorganization completed, Walgreens Boots Alliance, immediately following the completion of the Reorganization, issuing, in a private placement, shares of Walgreens Boots Alliance common stock to AB Acquisitions and the trustee of the Alliance Boots management equity plan (collectively, the "Sellers") in connection with the Step 2 Acquisition and (2) if the Reorganization Proposal is not approved or the Reorganization otherwise not completed, Walgreens issuing, in a private placement, shares of Walgreens common stock to the Sellers in connection with the Step 2 Acquisition, in either case which is currently expected to be 144,333,468 shares, subject to potential adjustment (the "Share Issuance Proposal"). If our shareholders do not approve the Share Issuance Proposal, Walgreens will be unable to complete the Step 2 Acquisition or the Reorganization.

The Reorganization, the Share Issuance and the Step 2 Acquisition are sometimes referred to collectively in the enclosed proxy statement/prospectus as the "Transactions."

Certain of Walgreens' directors and executive officers may have material financial interests in the Transactions that are different from, or in addition to, the interests of Walgreens shareholders generally. See "The Transactions--Walgreens' Directors and Executive Officers May Have Financial Interests in the Transactions," beginning on page 84.

Shares of Walgreens Boots Alliance common stock are not currently listed on any national securities exchange. If the Reorganization is completed, we expect shares of Walgreens Boots Alliance common stock to be listed and trade on one or more U.S. national securities exchanges, and under ticker symbol(s), in each case to be determined and publicly disclosed by Walgreens and Walgreens Boots Alliance prior to the closing of the Reorganization. Shares of Walgreens common stock are currently traded under the "WAG" symbol on the New York Stock Exchange (the "NYSE"), NASDAQ Global Select Market ("NASDAQ"), and the Chicago Stock Exchange.

The Board recommends that you vote "FOR" the Reorganization Proposal; "FOR" the Share Issuance Proposal; and "FOR" the proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve and adopt the Reorganization Proposal or the Share Issuance Proposal.

The enclosed document is an important document containing answers to frequently asked questions and a summary description of the Transactions, followed by more detailed information about Walgreens, Alliance Boots, Walgreens Boots Alliance, the Step 2 Acquisition, the Share Issuance, the Reorganization and related matters. The document is a prospectus related to the proposed issuance by Walgreens Boots Alliance of shares of common stock to Walgreens shareholders in the Reorganization. It is also a proxy statement to use in soliciting proxies for the Special Meeting to vote on the Share Issuance and the Reorganization. We urge you to read the enclosed proxy statement/prospectus, including the annexes, and the documents incorporated by reference into the proxy statement/prospectus, carefully and in their entirety.

Your vote is very important. We cannot complete the Step 2 Acquisition unless you approve the Share Issuance and we cannot complete, in connection with the Step 2 Acquisition, the Reorganization, unless you adopt and approve the Reorganization and approve the Share Issuance. Whether or not you expect to attend the Special Meeting in person, the details of which are described in the enclosed document, please vote immediately by submitting your proxy by telephone, through the Internet or by completing, signing, dating and returning your signed proxy card(s) in the enclosed pre-paid envelope. If you have any questions or require assistance, please contact Innisfree M&A Incorporated, our proxy solicitor for the Special Meeting, toll-free at (877) 456-3463.

Table of Contents Thank you for your continued support, and be well. Sincerely,

JAMES A. SKINNER Chairman of the Board

GREGORY D. WASSON President and Chief Executive Officer

You should consider the matters discussed under " Risk Factors " beginning on page 26, which contain a description of certain risks you may wish to consider in evaluating the transactions described in this proxy statement/prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We may amend or supplement this proxy statement/prospectus from time to time by filing amendments or supplements as required.

This proxy statement/prospectus is dated November 24, 2014, and is first being mailed to Walgreen Co. shareholders on or about November 24, 2014.

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