8-KAcquisitions & DispositionsMaterial AgreementsRegulation FD+1

Cencora, Inc. 8-K Report, Material Agreement (Jun 2, 2021)

Filed June 2, 2021For Securities:COR

Summary

Cencora, Inc. (formerly AmerisourceBergen Corporation) announced on June 1, 2021, the completion of its acquisition of a majority of Walgreens Boots Alliance's (WBA) Alliance Healthcare businesses for approximately $6.5 billion. This significant transaction, comprised of $6.275 billion in cash and 2 million shares of Cencora common stock, is expected to enhance the company's global reach and capabilities in pharmaceutical distribution and services. The acquisition also includes extended strategic agreements with WBA, such as a three-year extension of their existing distribution agreement through 2029 and enhanced access to generic drugs. This 8-K filing details the entry into a material definitive agreement and the completion of the acquisition. Investors should note that the financial statements and pro forma information related to the acquired business will be filed later via amendment. The filing also mentions an Amended and Restated Shareholders Agreement, which modifies the terms concerning WBA's permitted ownership percentage of Cencora's common stock.

Key Highlights

  • 1Completion of the acquisition of Walgreens Boots Alliance's Alliance Healthcare businesses for approximately $6.5 billion, funded by $6.275 billion in cash and 2 million shares of Cencora common stock.
  • 2The acquisition's effective date was June 1, 2021, with the filing made on June 1, 2021.
  • 3Extension of the key distribution agreement with WBA for three years, now through 2029.
  • 4Amended and Restated Shareholders Agreement entered into, which adjusts the permissible shareholding percentage for WBA and its affiliates.
  • 5The transaction does not include WBA's operations in China, Italy, and Germany.
  • 6Cencora also announced updated fiscal year 2021 guidance, detailed in a furnished news release (Exhibit 99.1).

Frequently Asked Questions

The total purchase price for the acquisition of a majority of Walgreens Boots Alliance's Alliance Healthcare businesses was approximately $6.5 billion. This amount was comprised of $6.275 billion in cash, subject to customary adjustments, and 2 million shares of Cencora's common stock.

The financial statements and pro forma financial information related to the acquired Alliance Healthcare businesses will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after June 7, 2021.

The acquisition is expected to significantly expand Cencora's global reach and capabilities in pharmaceutical distribution and services. The extended distribution agreements with WBA, including the three-year extension through 2029, also provide long-term strategic benefits and enhance the existing partnership.

Yes, concurrently with the transaction, an Amended and Restated Shareholders Agreement was entered into, which increases by 1% the percentage of outstanding Cencora Common Stock that WBA and its affiliates are permitted to hold.