EGM

Title	Date	Download PDF	Webcast
Results of voting at EGM - Alliance UniChem	04/07/2006
Results of voting at EGM - Boots	04/07/2006
Prospectus	06/06/2006
Circular	06/06/2006
Scheme of Arrangement	06/06/2006

Merger documentation

Title	Date	Download PDF	Webcast
Announcement of result of Extraordinary General Meeting	04/07/2006
Posting of Merger Documents - Alliance UniChem	05/06/2006
Merger update - Alliance UniChem	25/05/2006
Merger update - Boots	09/05/2006
Merger update - Alliance UniChem	09/05/2006
Celesio Merger update - Boots	22/03/2006
Merger update - Alliance UniChem	22/03/2006
Merger update - Boots	17/03/2006
OFT announcement - Boots	07/02/2006
Merger update - Alliance UniChem	07/02/2006
Merger update - Boots	01/12/2005
Merger update - Alliance UniChem	01/12/2005
Announcement	03/10/2005
Presentation	03/10/2005

The Boards of Alliance UniChem and Boots announce that they have agreed the terms of a recommended Merger to create Alliance Boots, an international pharmacy-led healthcare group with combined sales of over £13 billion. This merger of equals builds on the existing strategies of Alliance UniChem and Boots, combining their complementary skills and businesses to:

• Create Europe's leading retail pharmacy business comprising just under 3,0001 retail outlets with a wholesale and distribution network serving over 88,0001 outlets including:
  - a network of approximately 2,600 UK healthcare outlets, including two distinctly managed formats which will be branded Boots, comprising approximately 1,500 community pharmacies and approximately 800 destination health and beauty stores, most of which include a pharmacy. In addition, the Group will have approximately 300 other retail outlets. The Merger will allow improved healthcare offerings across the broader network of community and local pharmacies while continuing to support and develop the destination stores as the UK's health and beauty expert

- a wholesale network across 11 European countries¹ , predominantly serving both independent pharmacies and Alliance Boots outlets

- enhanced opportunities for further retail pharmacy expansion in existing markets utilising Alliance Boots' combined skills, brands and own label products

• Enhance international growth opportunities in new markets:
  - Alliance Boots has a pipeline of existing acquisition opportunities in new geographical markets for the expansion of both its retail pharmacy network and its wholesale and distribution activities

- Alliance Boots' acquisition skills, management expertise, internationally-recognised brands and strong balance sheet are expected to enhance Alliance Boots' ability to access these new markets

• Deliver annual pre-tax cost savings of at least £100 million* by the fourth full year following completion of the Merger by:
  - streamlining the combined Group's purchasing, logistics and wholesale network

- rationalising corporate costs

Alliance Boots also expects incremental revenue benefits from the increased availability of our leading brands, our own label products and the Boots Advantage Card across the larger network. In addition, the Group will benefit from the application of retail pharmacy and wholesale skills across the broader Group.

The Merger will combine two complementary management teams with Sir Nigel Rudd becoming Chairman of the Group and Richard Baker becoming Chief Executive. Stefano Pessina will be appointed as Executive Deputy Chairman and George Fairweather will be Group Finance Director.

Merger terms

The Exchange Ratio shall be calculated on the basis of the issued share capital of Boots immediately prior to the posting of the Merger Documentation so as to provide Alliance UniChem Shareholders (on a fully diluted basis) with such number of New Boots Shares as results in Boots Shareholders holding 50.2 per cent., and Alliance UniChem Shareholders holding (on a fully diluted basis) 49.8 per cent., of the issued share capital of Alliance Boots. The Merger is pre-conditional, inter alia, on the disposal of BHI. It is intended that Boots will return by way of the Special Dividend all post-tax disposal proceeds in excess of £400 million to Boots Shareholders prior to the determination of the Exchange Ratio for the Merger.

The Boards of Alliance UniChem and Boots each intend unanimously to recommend the Merger to their respective shareholders.

The Merger will be implemented by way of the Merger Offer unless the parties agree to implement it by way of the Scheme.

Boots has received an irrevocable undertaking to accept the Merger Offer (or, as the case may be, to vote in favour of the resolutions to effect the Scheme) from Stefano Pessina, the Executive Deputy Chairman of Alliance UniChem in respect of 108,447,700 Alliance UniChem Shares in aggregate, representing approximately 30 per cent. of Alliance UniChem's issued share capital. This undertaking will cease to be binding in certain circumstances as set out in Part II.

Following completion of the Merger, Mr. Pessina will hold approximately 15 per cent. of Alliance Boots, a holding he has indicated he intends to retain for the long term.

Save for the Special Dividend, Alliance UniChem and Boots will each retain their current dividend policies in respect of the period prior to the completion of the Merger. Following the Merger, consistent with Alliance Boots' enhanced growth strategy, it is expected that Alliance Boots will follow a progressive dividend policy which balances returns to shareholders with the need to retain sufficient funds to drive growth. In setting its initial dividend, it is expected that Alliance Boots will target a dividend cover of 2.0-2.5 times.

The Merger is also subject to certain other pre-conditions including the obtaining of appropriate competition authority clearances.

Dependent upon the position of the relevant competition authorities, it is expected that the Merger will be completed in 2006.

Commenting on today's announcement, Sir Nigel Rudd, Chairman of Boots, said:

“This merger provides both businesses with a unique opportunity to combine their respective strengths to create an international force in pharmacy retailing and distribution. In this management team, I believe we have the best of healthcare and retailing expertise to drive growth and deliver substantial value to shareholders.”

Commenting on today's announcement, Paolo Scaroni, Chairman of Alliance UniChem, said:

“The Board of Alliance UniChem believes that the combination with Boots presents exciting opportunities to our shareholders and employees. We whole-heartedly recommend it to all our stakeholders.”

Commenting on today's announcement, Richard Baker, Chief Executive of Boots, said:

“Today's announcement will enable Boots to put the Chemist even more firmly at the heart of our strategy. With Alliance UniChem's distribution network and proven international expertise, Alliance Boots will also have exciting opportunities to take the trusted Boots brand and products into new markets.”

Commenting on today's announcement, Stefano Pessina, Executive Deputy Chairman of Alliance UniChem, said:

”The fast evolving healthcare markets around the world provide the new group with a broad international stage upon which we can deploy our combined operational and management skills. We at Alliance UniChem have significant experience of acquiring and integrating healthcare businesses internationally. The Merger creates a platform to grow both our pharmacy and distribution businesses and enhance our offering to the independent pharmacist.”

Goldman Sachs International is acting as financial adviser to Boots. UBS is acting as corporate broker to Boots.

Merrill Lynch is lead financial adviser and joint corporate broker to Alliance UniChem. CSFB is acting as financial adviser and joint corporate broker to Alliance UniChem.

This summary should be read in conjunction with the full text of the following announcement. Appendix II contains definitions of certain terms used in this summary and the following announcement.

There will be a presentation to analysts at 9:15 a.m. today at Merrill Lynch, King Edward Hall, 2 King Edward Street, London EC1A 1HQ, and a press conference at 11:15 a.m. at the same address.

For further enquiries, contact:

Goldman Sachs International, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting for Boots in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to any person other than Boots for providing the protections afforded to the customers of Goldman Sachs International or for providing advice in relation to the matters described in this announcement.

UBS is acting as corporate broker to Boots and no one else in connection with the Merger Offer and will not be responsible to anyone other than Boots for providing the protections afforded to clients of UBS, nor for providing advice in relation to the Merger Offer.

Merrill Lynch, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting for Alliance UniChem in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to any person other than Alliance UniChem for providing the protections afforded to the customers of Merrill Lynch or for providing advice in relation to the matters described in this announcement.

CSFB, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting for Alliance UniChem in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to any person other than Alliance UniChem for providing the protections afforded to the customers of CSFB or for providing advice in relation to the matters described in this announcement.

This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, or any offer to sell securities in any jurisdiction, nor does it constitute a prospectus or prospectus equivalent document.

This announcement does not constitute an offer for the sale of, or an offer to acquire, securities in the United States. The New Boots Shares to which this announcement relate have not been, and will not be, registered under the US Securities Act and may not be offered or sold, directly or indirectly, into the United States absent registration or an applicable exemption from registration under the US Securities Act. There will be no public offering of the New Boots Shares in the United States.

If the Merger is implemented by way of the Merger Offer, the Merger Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of any securities exchange of, Canada, Australia or Japan and will not be capable of acceptance by any such use, means, instrumentality or facility or from within Canada, Australia or Japan. Accordingly, neither this announcement nor the Offer Document nor the Form of Acceptance is being, and must not be, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from Canada, Australia or Japan. Doing so may render invalid any purported acceptance of the Merger Offer. All Alliance UniChem Shareholders or other persons (including nominees, trustees or custodians) who would or otherwise intend to, or may have a contractual or legal obligation to, forward this announcement or the Offer Document or the Form of Acceptance to any jurisdiction outside the United Kingdom, should refrain from doing so and seek appropriate professional advice before taking any action.

Any person who, acting alone or acting together with any person(s) pursuant to an agreement or understanding (whether formal or informal) to acquire or control securities of Boots or Alliance UniChem, owns or controls or becomes the owner or controller, directly or indirectly, of one per cent. or more of any class of securities of Boots or Alliance UniChem is generally required under the provisions of Rule 8 of the City Code to notify a Regulatory Information Service as specified in the Listing Rules and the Panel by not later than 12:00 noon (London time) on the London business day following the date of the transaction of every dealing in such securities during the offer period to the date on which the Merger Offer becomes or is declared unconditional in all respects or lapses or is otherwise withdrawn (or, as the case may be, the Scheme becomes effective). Dealings by Boots or Alliance UniChem or by their respective “associates” (as defined in the City Code) in any class of securities of Boots or Alliance UniChem until the end of such offer period must also be disclosed. Please consult your financial adviser if you believe this Rule may be applicable to you.

The New Boots Shares to be issued in connection with the Merger have not been, and will not be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan and no regulatory clearances in respect of the New Boots Shares have been, or will be, applied for in any jurisdiction other than the UK. Accordingly, unless an exemption under the relevant securities laws is applicable, the New Boots Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly, in or into Canada, Australia or Japan or to, or for the account or benefit of, any person resident in Canada, Australia or Japan.

¹ Including associates

* The expected synergies have been calculated by Boots and Alliance UniChem on the basis of the existing and projected cost and operating structures of the Group. These statements of estimated synergies relate to future actions and circumstances which, by their nature involve risks, uncertainties, contingencies and other factors. As a result, the synergies referred to may not be achieved, or those achieved may be materially different from those estimated.