Walgreens and Prime Therapeutics Agree to Form Strategic Alliance; Includes Retail Pharmacy Network Agreement and Combines Companies’ Central Specialty Pharmacy and Mail Service Businesses

Innovative model aligns pharmacy, PBM and health plans to help lower
costs and improve outcomes for patients and payers

DEERFIELD, Ill. & ST. PAUL, Minn.–(BUSINESS WIRE)–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

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.

About Walgreens

Walgreens (www.walgreens.com),
one of the nation’s largest drugstore chains, is included in the Retail
Pharmacy USA Division of Walgreens Boots Alliance, Inc. (NASDAQ: WBA),
the first global pharmacy-led, health and wellbeing enterprise. More
than 8 million customers interact with Walgreens each day in communities
across America, using the most convenient, multichannel access to
consumer goods and services and trusted, cost-effective pharmacy, health
and wellness services and advice. Walgreens operates 8,173 drugstores
with a presence in all 50 states, the District of Columbia, Puerto Rico
and the U.S. Virgin Islands. Walgreens omni-channel business includes
Walgreens.com and VisionDirect.com. More than 400 Walgreens stores offer
Healthcare Clinic or other provider retail clinic services.

About Prime

Prime Therapeutics LLC (Prime) helps people get the medicine they need
to feel better and live well. Prime manages pharmacy benefits for health
plans, employers, and government programs including Medicare and
Medicaid. The company processes claims and delivers medicine to members,
offering clinical services for people with complex medical conditions.
Headquartered in St. Paul, Minnesota, Prime serves more than 22 million
people. It is collectively owned by 14 Blue Cross and Blue Shield Plans,
subsidiaries or affiliates of those plans. Prime has been recognized as
one of the fastest-growing private companies in the nation. For more
information, visit www.primetherapeutics.com
or follow @Prime_PBM on Twitter.

Cautionary Note Regarding Forward-Looking Statements: All
statements in this release that are not historical are forward-looking
statements made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are not guarantees of future performance and involve risks,
assumptions and uncertainties, including, but not limited to, those
related to the related to the ability to realize the anticipated
benefits of the strategic alliance, the ability to realize anticipated
operating and purchasing efficiencies and achieve anticipated financial
and operating results in the amounts and at the times anticipated, and
satisfaction of the conditions to closing the transaction in the
anticipated timeframe or at all, as well as those described in Item 1A
(Risk Factors) of Walgreens Boots Alliance, Inc.’s Form 10-K for the
fiscal year ending 31 August 2015 and Form 10-Q for the fiscal quarter
ended 31 May 2016, which are incorporated herein by reference, and in
other documents that
Walgreens Boots Alliance, Inc. files or
furnishes with the Securities and Exchange Commission. Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially. These
forward-looking statements speak only as of the date they are made.
Except to the extent required by law, each of
Walgreens Boots
Alliance, Inc., Walgreens and Prime do not undertake, and expressly
disclaim, any duty or obligation to update publicly any forward-looking
statement after the date of this release, whether as a result of new
information, future events, changes in assumptions or otherwise.


Prime Therapeutics
Arlys Stadum