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Attachment 3
Exhibit 99.1
News From |
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Walgreen Co. Corporate Communications
l
200 Wilmot Road l
Deerfield, III. 60015 l (847) 914-2500
Media Contact:
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Michael Polzin, 847-914-2920 | |
Investor Contact:
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Rick Hans, CFA, 847-914-2385 |
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| Lisa Meers, CFA, 847-914-2361 |
| FOR IMMEDIATE RELEASE | http://news.walgreens.com |
Walgreen Co. Recommends Rejection of Mini-Tender Offer by TRC Capital Corporation
DEERFIELD, Ill., Nov. 10, 2010 Walgreen Co. (NYSE: WAG)(NASDAQ: WAG) has been notified of
an unsolicited mini-tender offer by TRC Capital Corporation to purchase up to 3 million shares,
or approximately 0.3 percent, of the outstanding Walgreens common stock at a price of $33 per
share. TRCs offer price represents approximately a 4.3 percent discount to the $34.49 closing
price of Walgreens common stock on Nov. 2, 2010, the day before the offer commenced, and a 6.2
percent discount to the $35.06 closing price of Walgreens common stock on Nov. 9, 2010, the last
trading day prior to the date of this news release. In addition, TRCs offer is subject to numerous
conditions, including the availability of financing on terms satisfactory to TRC in its reasonable
discretion.
Walgreens does not endorse TRCs offer and recommends that shareholders do not tender their
shares in response to the offer because it is a mini-tender offer at a price below the current
market price for Walgreens shares and is subject to numerous conditions. Walgreens urges
shareholders to obtain current market quotations for their shares, review the conditions to the
offer, consult with their broker or financial adviser and exercise caution with respect to TRCs
offer. Walgreens is not associated in any way with TRC, its mini-tender offer or the offer
documentation.
According to TRCs current offer documents, Walgreens shareholders who have already tendered
their shares may withdraw their shares at any time prior to 12:01 a.m., New York City time, on
Friday, Dec. 3, 2010, the expiration date set forth in the offer documents (unless extended), by
following the procedures described in the offer documents.
TRC has made many similar mini-tender offers for shares of other companies. Mini-tender offers
are designed to seek to acquire less than 5 percent of a companys outstanding shares, thereby
avoiding many disclosure and procedural requirements of the Securities and
Exchange Commission (SEC) that apply to offers for more than 5 percent of a companys
outstanding shares. As a result, mini-tender offers do not provide investors with the same level of
protections as provided by larger tender offers under United States securities laws.
The SEC has cautioned investors about mini-tender offers, noting that some bidders make these
offers at below-market prices, hoping that they will catch investors off guard if the investors do
not compare the offer price to the current market price. The SECs Investor Tips regarding
mini-tender offers may be found on the SECs website at www.sec.gov/investor/pubs/minitend.htm.
Walgreens encourages broker and dealers, as well as other market participants, to review the
SECs letter regarding broker-dealer mini-tender offer dissemination and disclosures at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and Information Memo Number 01-27 issued
by the NYSE on Sept. 28, 2001, regarding the dissemination of mini-tender offer materials, which
can be found on the NYSEs Website at www.nyse.com.
Walgreens requests that a copy of this press release be included with all distributions of
materials relating to TRCs offer.
About Walgreens
Walgreens (www.walgreens.com) is the nations largest drugstore chain with fiscal 2010 sales
of $67 billion. The company operates 7,608 drugstores in all 50 states, the District of Columbia
and Puerto Rico. Each day, Walgreens provides nearly 6 million customers the most convenient,
multichannel access to consumer goods and services and trusted, cost-effective pharmacy, health and
wellness services and advice in communities across America. Walgreens scope of pharmacy services
includes retail, specialty, infusion, medical facility, long-term care and mail service, along with
pharmacy benefit solutions and respiratory services. These services improve health outcomes and
lower costs for payers including employers, managed care organizations, health systems, pharmacy
benefit managers and the public sector. Walgreens Take Care Health Systems subsidiary is the
largest and most comprehensive manager of worksite health centers and in-store convenient care
clinics, with more than 700 locations throughout the country.
