Walgreen, shareholders unveil settlement proposal to end litigation over accusations company gave too little info during Boots merger

By Jonathan Bilyk | Jul 9, 2015

Walgreen appears poised to settle at least two of the legal actions pending against it in federal court over its merger with European drug store operator Alliance Boots.

On July 8, U.S. District Judge Joan B. Gottschall granted preliminary approval to a settlement agreement between investors James Hays and Richard Potocki, representing a class including all Walgreen stockholders, and the Deerfield-based drug store chain.

According to documents filed in court, the settlement agreement, which is unopposed by either party, would consider the lawsuits brought by Hays and Potocki to be settled as a result of Walgreen’s move late in 2014 and early 2015 to provide the plaintiffs with more than 900 pages of internal company documents and supplemental public disclosures dealing with the Walgreen Boots Alliance merger.

Additionally, Walgreen agreed to pay plaintiffs’ counsel $370,000. Hays, Potocki and the other plaintiffs in the case were represented by attorneys from the firms of Pomerantz LLP, of Chicago and New York; DiTomasso Lubin P.C., of Oakbrook Terrace; Friedman Oster PLLC, of New York; Law Office of Alfred G. Yates Jr. P.C., of Pittsburgh; and Levi & Korsinsky LLP, of New York.

The litigation arose in late 2014, as Walgreen and Boots Alliance moved to complete the merger and acquisition, which would result in the creation of the new company, Walgreen Boots Alliance, or WBA, after the deal was completed early this year.

Hays and Potocki each filed suit at that time demanding more specific answers and information from Walgreen to answer shareholder questions concerning the merger, a defamation suit brought in October 2014 against the company by its former chief financial officer, Wade Miquelon, and the departure of former Walgreen CEO Greg Wasson.

Wasson announced his retirement Dec. 10, and Walgreen has since named billionaire investor Stefano Pessina as the new CEO of the reorganized company. Pessina was named as a defendant in the case.

In his complaint, Hays also demanded more information about the company’s moves allegedly granting certain “activist” investors, identified as JANA Partners LLC, outsized representation on the company’s board.

According to documents filed in court, the company’s willingness, as a result of the litigation and of ensuing negotiations with the plaintiffs, has answered those questions and concerns, the plaintiffs said.

Amid other information, the settlement proposal indicates the new disclosures by WBA revealed to shareholders “the existence and substance of” Miquelon’s complaint, “which alleged that certain Walgreen executives met with investors and made disparaging and defamatory comments about Miquelon;” “certain risks associated” with the merger with Boots Alliance; admissions by the company of meetings between “Walgreen management” and JANA Partners, which resulted in JANA’s agreement to support the merger “in exchange for the ability to appoint two directors to the Walgreen Board;” an estimate on how much of the company Pessina would actually own following the merger and reorganization; and an explanation for the selection of Pessina as the new CEO.

“The supplemental disclosures made pursuant to the proposed settlement allowed Walgreen stockholders to cast an informed vote on the reorganization and Step 2 Acquisition and thus conferred a substantial benefit on the company’s stockholders,” said a memorandum filed in court in support of the proposed settlement.

A schedule filed in court indicated WBA will next notify individual shareholders within 20 days, and final approval of the settlement would come about 45 days after notices are sent.

More News

The Record Network