The merger of Alliance UniChem and Boots was completed on 31 July 2006. The historic information below is an extract taken from the Merger Prospectus issued to shareholders on 5 June 2006.
Introduction
The Alliance UniChem Group is a leading European distributor of healthcare and pharmaceutical products and services with two core business areas: pharmaceutical wholesaling and retail pharmacies.
Alliance UniChem operates pharmaceutical wholesaling businesses in eight countries with associate wholesaling interests in a further five countries. In total, including associates, the Alliance UniChem Group distributes to over 125,000 pharmacies, hospitals and health centres through a network comprising over 380 depots, its largest operations being in France and the UK.
In addition, Alliance UniChem operates over 1,300 retail pharmacies in five European countries, of which around 120 are operated by associate businesses. The average monthly number of persons employed by the Alliance UniChem Group, including Directors and part-time staff is approximately 26,000. In addition, the average monthly number of persons employed by the Alliance UniChem Group’s associates was approximately 15,000.
History
The Alliance UniChem Group was formed in 1997 when UniChem PLC (“UniChem”) merged with Alliance Santé S.A. (“Alliance Santé”). This merger was effected by UniChem acquiring Alliance Santé from Alliance Santé Participations S.A., a company indirectly owned by Stefano Pessina, the current Executive Deputy Chairman of Alliance UniChem, in return for the issue of new shares in UniChem PLC. On completion of the merger, UniChem was renamed Alliance UniChem Plc.
The UniChem group was formed by a group of retail pharmacists in London in 1938, its initial business being the wholesaling of pharmaceutical products to independent pharmacists. UniChem subsequently converted to a public limited company and was listed on the London Stock Exchange in 1990. In 1991 UniChem established a significant presence in retail community pharmacy in the UK through the purchase of the Moss Chemists chain which at that time had 92 pharmacies. During the period up until the merger with Alliance Santé, the UniChem group expanded the Moss UK retail chain to over 500 pharmacies alongside its original UK wholesale business and also merged its Portuguese wholesale business with the Portuguese business of Alliance Santé. At the time of the merger with UniChem, Alliance Santé was the second largest pharmaceutical wholesaling group in Europe in terms of turnover with owned businesses in France and Italy, the jointly owned wholesale business in Portugal and equity investments in similar wholesaling businesses in Spain, Greece and Morocco.
Since the merger in 1997, referred to above, the Alliance UniChem Group has expanded rapidly through organic growth and acquisitions. During this period it acquired full control of Alliance Santé’s business in Spain, acquired leading pharmaceutical wholesaling businesses in The Netherlands, Czech Republic, Norway and most recently in Russia and acquired a leading European presence in pharmaceutical pre-wholesaling and contract logistics. In addition, it acquired a number of smaller regional wholesalers in existing geographical markets, which it has integrated into its existing operations, and it has acquired minority interests in businesses in Turkey, Germany and Switzerland and, through its Turkish interests, in Egypt. Since that merger, the Alliance UniChem Group has also rapidly expanded its retail division, increasing its total number of pharmacies to approximately 1,300. Of these, over 960 are located in the UK and over 120 are operated by associates. The Alliance UniChem Group currently operates pharmacies in the UK, The Netherlands, Norway and Italy alongside its pharmaceutical wholesale businesses, and its associate business in Switzerland also has a retail pharmacy chain.
Business Overview
Alliance UniChem operates in a highly decentralised way, its business being grouped into two divisions, wholesale and retail. In addition, it has a number of associates operating similar businesses.
The wholesale division comprises businesses in eight European countries, each locally managed. In some countries local management operate a number of business units, each focused on particular segments of the pharmaceutical wholesaling market. Included within the wholesale division are Alliance UniChem’s pre-wholesale and contract logistics operations.
The retail division, which excludes associates, comprises retail pharmacy chains in four European countries, each locally managed. Due to the nature of Alliance UniChem’s businesses in Norway, the Netherlands and Italy, the local management teams have recently started to operate both the wholesale and retail businesses on a country basis.
Alliance UniChem’s strategy has been to consistently grow shareholder value over an extended period of time by focussing on its key areas of expertise within the healthcare market, 46 namely pharmaceutical wholesaling and retail pharmacies. In countries where regulations permit and it makes economic sense to do so, Alliance UniChem has sought to operate wholesale and retail pharmacy businesses alongside one another. Alliance UniChem seeks to grow its businesses organically through consistently delivering superior customer service, through utilising its expertise in margin management and through obtaining productivity savings and synergies from managing its businesses closely together. In addition to organic growth, Alliance UniChem’s strategy has been to grow through the acquisition of businesses and associate interests, both in existing and new geographical markets, applying strict financial criteria for all investments.