Ryan & Maniskas, LLP Announces Class Action Lawsuit Against Walgreen Co.

Wayne, Pa., April 15, 2015 /PRNewswire/ -- Ryan & Maniskas, LLP that a class action lawsuit has been filed in United States District Court for the Northern District of Illinois on behalf of all persons or entities that purchased the common stock of Walgreen Co. ("Walgreens" or the "Company") WAG between March 25, 2014 and August 5, 2014 inclusive (the "Class Period").

Walgreens shareholders may, no later than June 9, 2015, move the Court for appointment as a lead plaintiff of the Class.  If you purchased shares of Walgreens and would like to learn more about these claims or if you wish to discuss these matters and have any questions concerning this announcement or your rights, contact Richard A. Maniskas, Esquire toll-free at (877) 316-3218 or to sign up online, visit: www.rmclasslaw.com/cases/wag.    

Walgreens operates as a retail drugstore chain in the United States. The Company sells prescription and non-prescription drugs and general merchandise through its Walgreens drug stores. As part of a corporate reorganization completed in connection with its acquisition of Alliance Boots on December 31, 2014, Walgreens became a wholly owned subsidiary of Walgreen Boots Alliance ("WBA"), a global pharmacy-led health and wellbeing commercial enterprise headquartered in Deerfield, Illinois.

The Complaint alleges that throughout the Class Period, defendants issued false and misleading statements and/or failed to disclose adverse information regarding Walgreens' business and prospects, including the purported benefits of Walgreens' strategic partnership with Alliance Boots GmbH.  Specifically, defendants publicly announced goals for fiscal year 2016 of $1 billion in combined synergies and $9 to $9.5 billion in adjusted earnings before interest and taxes ("EBIT") for the combined entity, but concealed a $1.8 to $2.3 billion fiscal year 2016 earnings shortfall and the reasons for the shortfall from the investing public. As a result of defendants' false and misleading statements and/or omissions during the Class Period, the price of Walgreens stock traded at artificially inflated prices, reaching a high of $76.08 per share.

On June 19, 2012, Walgreens announced that it had entered into a strategic partnership with Alliance Boots GmbH ("Alliance Boots") to create a global pharmacy-led health and wellbeing enterprise (the "Walgreen-Alliance Boots Transaction").

Defendants heralded the partnership as providing an unmatched supply chain, an unparalleled portfolio of health and wellness brands, and a unique platform in developed and emerging markets. The deal would occur in two parts. Under "Step One," which took place in 2012, Walgreens acquired a 45% equity ownership stake in Alliance Boots in exchange for approximately $6.7 billion in cash and stock. Under "Step Two," Walgreens acquired the remaining 55% on December 31, 2014 for approximately $5.3 billion in cash and 144.3 million shares of Walgreens' common stock. Significantly, whereas the first step of the transaction did not require a shareholder vote, the second step did require shareholder approval.

In August 2012, after Step One of the Walgreen-Alliance Boots Transaction closed, the Company provided a set of publicly announced goals for fiscal year 2016 ("FY 2016 Goals").  Defendants spoke about the benefits of the partnership and the FY 2016 Goals became critically important metrics that were regularly discussed by the Company and followed by analysts because they quantified the purported benefits of the merger and were important to assessing the merits of voting in favor of Step Two of the merger. The goals included $1 billion in combined synergies and $9 to $9.5 billion in adjusted earnings before interest and taxes ("EBIT").

On August 6, 2014, Walgreens and Alliance Boots hosted an investor call. During the call, Gregory Wasson ("Wasson"), Walgreens former Chief Executive Officer, and Walgreens bundled the disclosure of the new FY 2016 EBIT goal, which finally revealed the amount of the massive shortfall that had been concealed during the Class Period and that the purported benefits of the merger were not nearly as robust as represented, with numerous optimistic statements.  Wasson disclosed that the Company was now tracking to a "mid-point" of $7.2 billion for FY 2016 EBIT, stating "we're not happy about lowering our previous goals." Wasson claimed "we have been challenged by the ongoing global pharmacy reimbursement pressure, which continues, and the rapid and pronounced increase in generic drug pricing, which we did not fully anticipate, and now expect to persist longer than we anticipated." Wasson also finally disclosed the reason for the shortfall, stating that Walgreens had not been "able to fully mitigate [generic inflation] given the structure of certain existing contracts."

On August 7, 2014, Cowen and Company reported that because the updated $7.2 billion EBIT estimate included a new $1 billion in cost savings that were additive to the previously disclosed $1 billion in synergies, Walgreens' base business would be declining at a negative 4% CAGR over the next two years. This was far below the initial forecast of $9 to $9.5 billion back in August 2012 that appeared to be based on a positive CAGR. In addition, Cowen commented that "[m]anagement's focus on the call around increased reimbursement pressures and generic inflation is a bit confusing to us, given this is not a new issue and shouldn't come as such a surprise," adding that "everyone has known about the issues of generic inflation" and "other players in the space have been able to more than compensate for these issues."

After these disclosures, the Company's stock price plummeted, dropping from a close of $69.12 per share on August 5, 2014 to a close of $59.21 per share on August 6, 2014, losing more than 14% of the value of the share price.

If you are a member of the class, you may, no later than June 9, 2015, request that the Court appoint you as lead plaintiff of the class.  A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation.  In order to be appointed lead plaintiff, the Court must determine that the class member's claim is typical of the claims of other class members, and that the class member will adequately represent the class.  Under certain circumstances, one or more class members may together serve as "lead plaintiff."  Your ability to share in any recovery is not, however, affected by the decision whether or not to serve as a lead plaintiff.  You may retain Ryan & Maniskas, LLP or other counsel of your choice, to serve as your counsel in this action.

For more information regarding this, please contact Ryan & Maniskas, LLP (Richard A. Maniskas, Esquire) toll-free at (877) 316-3218 or by email at rmaniskas@rmclasslaw.com or visit: www.rmclasslaw.com/cases/wag.  For more information about class action cases in general or to learn more about Ryan & Maniskas, LLP, please visit our website: www.rmclasslaw.com.

Ryan & Maniskas, LLP is a national shareholder litigation firm.  Ryan & Maniskas, LLP is devoted to protecting the interests of individual and institutional investors in shareholder actions in state and federal courts nationwide.

CONTACT: Ryan & Maniskas, LLP
Richard A. Maniskas, Esquire
995 Old Eagle School Rd., Suite 311
Wayne, PA 19087
484-588-5516
877-316-3218
www.rmclasslaw.com/cases/wag 
rmaniskas@rmclasslaw.com 

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