Blazing Star Merger Sub, Inc. announces final results for the previously announced Tender Offer and Consent Solicitation for any and all Walgreens Boots Alliance, Inc.'s 3.600% senior notes due 2025, 2.125% senior notes due 2026, 3.450% notes due 2026, 8.125% notes due 2029, 3.200% Notes due 2030, 4.500% senior notes due 2034, 4.800% senior notes due 2044, 4.650% notes due 2046 and 4.100% Notes due 2050, and any and all of Walgreen Co.'s 4.400% notes due 2042

NEW YORK, Aug. 27, 2025 /PRNewswire/ -- Blazing Star Merger Sub, Inc. (the "Offeror" announced today the final results as of 5:00 p.m. (New York City time) on August 27, 2025 (the "Expiration Time"), for the previously announced cash tender offers (each, an "Offer" and, collectively, the "Tender Offer") for any and all of Walgreens Boots Alliance, Inc.'s (NASDAQ: WBA) ("WBA") outstanding (1) 3.600% senior notes due 2025 (the "2025 Notes"), (2) 2.125% senior notes due 2026 (the "2.125% 2026 Notes"), (3) 3.450% notes due 2026 (the "3.450% 2026 Notes"), (4) 8.125% notes due 2029 (the "2029 Notes"), (5) 3.200% notes due 2030 (the "2030 Notes"), (6) 4.500% senior notes due 2034 (the "2034 Notes"), (7) 4.800% senior notes due 2044 (the "2044 Notes"), (8) 4.650% notes due 2046 (the "2046 Notes") and (9) 4.100% notes due 2050 (the "2050 Notes"), and any and all of Walgreen Co.'s (collectively with WBA, the "Company") 4.400% notes due 2042 (the "2042 Notes" and, together with the 2025 Notes, the 2.125% 2026 Notes, 3.450% 2026 Notes, the 2029 Notes, the 2030 Notes, the 2034 Notes, the 2044 Notes, the 2046 Notes, and the 2050 Notes, the "Notes"), and related solicitation of consents (the "Consent Solicitation").

The Tender Offer and Consent Solicitation were made in connection with, and are expressly conditioned upon the substantially concurrent closing of the acquisition of WBA pursuant to the agreement and plan ‎of merger, dated March 6, 2025 (as amended, supplemented, waived or otherwise modified from time to ‎time, the "Merger Agreement"), by and among WBA, Blazing Star Parent, LLC (the "Parent"), the ‎Offeror and the other affiliates of the Parent named therein, which provides that the Offeror will merge with and into WBA (the "Merger"), with WBA surviving the Merger as a wholly-owned subsidiary of Parent.

As of the Expiration Time, according to information provided by Global Bondholder Services Corporation, the depositary and information agent (the "Depositary and Information Agent") for the Tender Offer and Consent Solicitation, the table below outlines the principal amount of the Notes validly tendered and not validly withdrawn as of the Expiration Time. The Tender Offer is expected to settle on August 28, 2025, subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement relating to the Notes, dated as of July 22, 2025 (as amended or supplemented from time to time, the "Offer to Purchase and Consent Solicitation Statement").

General Information

The Offeror's obligations to complete the Tender Offer and Consent Solicitation are subject to and conditioned upon the following having occurred or having been waived by us with respect to such Offer: (1) the satisfaction of the Merger Condition, and (2) the satisfaction of the General Conditions (each as described in the Offer to Purchase and Consent Solicitation Statement).

Citigroup Global Markets Inc. is the Dealer Manager for the Tender Offer and the Consent Solicitation.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.

Forward-Looking Statements

This press release and certain statements made from time to time by us, the Company and our and ‎their respective representatives contain or incorporate by reference certain "forward-looking statements" within ‎the meaning of the federal securities laws. All statements other than statements of historical facts are forward-looking statements. In many cases, you can identify forward-looking statements by terms such ‎as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplate," ‎‎"believe," "estimate," "predict," "potential" or "continue" or other similar words. These forward-looking ‎statements are only predictions. These statements relate to future events and ‎involve known and unknown risks, uncertainties and other important factors that may cause the ‎actual outcomes to materially differ from those expressed or implied by these forward-looking statements. New factors ‎could emerge from time to time and it is not possible for us to predict all such factors. Because forward-looking ‎statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, ‎you should not rely on these forward-looking statements as guarantees of future events. These forward-looking ‎statements speak only as of the date made and are not guarantees of future performance of results. We expressly ‎disclaim any obligation or undertaking to release any updates or revisions to any forward-looking statement ‎contained or incorporated by reference herein to reflect any change in expectations with regard thereto or any ‎change of events, conditions or circumstances on which any such statement was based, except as required by law.‎

SOURCE Blazing Star Merger Sub, Inc.