Walgreens and Prime Therapeutics Agree to Form Strategic Alliance

PRESS RELEASE

DEERFIELD, Ill. & ST. PAUL, Minn., August 29, 2016 - Walgreens and Prime Therapeutics (Prime), a pharmacy benefit manager (PBM), today announced a long-term strategic alliance that includes a new retail pharmacy network agreement and the combination of the companies’ central specialty pharmacy and mail service businesses.

The alliance between Walgreens, one of the nation’s largest drugstore chains, and Prime, the nation’s fourth largest PBM owned by 14 leading Blue Cross and Blue Shield health plans, introduces a new model that aligns pharmacy, PBM and health plans to coordinate patient care, improve health outcomes and deliver cost of care opportunities.

The retail pharmacy network agreement will give Prime’s health plan and employer clients access to the preferred Walgreens pharmacy network. Prime’s 22 million members may also benefit from personalized pharmacy services and cost saving opportunities when filling their prescriptions at Walgreens.

The combined central specialty and mail services company, owned by Prime and Walgreens, is expected to provide operating and purchasing efficiencies on par with industry leaders.

“The prescription drug needs of consumers are often changing, and this unique collaboration will help us deliver value, care and service to our patients and the communities we serve,” said Alex Gourlay, co-chief operating officer, Walgreens Boots Alliance, Inc. “Walgreens has a long history of working with our business partners to create new solutions to help improve access and patient care, and we look forward to providing a differentiated and patient-led pharmacy experience to more Prime members.”

The alliance also brings together Walgreens national pharmacy network and operating efficiencies with the pharmacy benefit management expertise of Prime. Payers will be able to leverage integrated medical and pharmacy data for better cost control and health outcomes management, while Prime, Walgreens and the combined specialty and mail service company will work together to utilize Walgreens omni-channel services and resources to help improve medication adherence and health outcomes for patients.

“With costs rising at unsustainable rates, we must take strong and decisive action to make health care more affordable,” said Jim DuCharme, CEO and president of Prime. “We’re trying to apply the brakes to this run-away freight train of rising drug costs by aligning the cost control expertise of the trusted Blue + Prime model with Walgreens supply chain capabilities and sending a message that we are on board with finding a solution to this issue. We believe that the care, value and commitment that we will deliver together will create benefits to our Blue Plan clients and members.”

Prime will continue to support client-specific network choices for health plans; however Walgreens will be the core participant in Prime’s national preferred pharmacy network, beginning Jan. 1, 2017.

The combined central specialty and mail services company will be governed by a separate board of directors and executive team, which will be selected by Walgreens and Prime. Leadership decisions for the company will be announced later this year.

The combined company will be consolidated by Walgreens Boots Alliance, Inc., the parent company of Walgreens, in its financial statements. The transaction, which is subject to the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions, is expected to close in the first half of calendar 2017.