SECURITIES PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER by and among THE EQUITYHOLDERS OF WCAS SHIELDS HOLDINGS, LLC LISTED ON SCHEDULE A, WBA ACQUISITION 4, LLC, SHIELDS HEALTH SOLUTIONS PARENT, LLC, WCAS SHIELDS HOLDINGS, LLC, WBA SHIELDS...Securities Purchase Agreement and Agreement and Plan of Merger • September 20th, 2022 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Delaware
This SECURITIES PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of September 19, 2022, by and among the Persons listed on Schedule A (each a “WCAS Blocker Seller” and collectively, the “WCAS Blocker Sellers”), WBA Acquisition 4, LLC, a Delaware limited liability company (“Buyer”), Shields Health Solutions Parent, LLC, a Delaware limited liability company (the “Company”), WCAS Shields Holdings, LLC, a Delaware limited liability company (“WCAS Blocker”), WBA Shields Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), Walgreen Co., an Illinois corporation (“WBA”), and WCAS XIII Associates LLC, in its capacity as Sellers’ Representative on behalf of the Company, the WCAS Blocker Sellers and WCAS Blocker (the “Sellers’ Representative”).
