WITTINGTON INVESTMENTS / FAIRFAX FINANCIAL take majority stake in BOOTS

Wittington Investments and Fairfax Financial agreed to acquire Boots from Sycamore Partners and the Pessina family for a total purchase consideration of $1–10bn, including assumed debt, implying an EV/EBITDA multiple of 5x–12x. The transaction covers Boots' retail operations in the UK and Ireland, Boots Opticians, No7 Beauty Company, and its Thailand and franchised businesses. Sycamore Partners and Stefano Pessina's family were to retain the group's other interests, including Farmacias Benavides and Alliance Healthcare Deutschland. Boots reported revenue of $1–10bn and EBITDA of $450–900M for the financial year ended in August, corresponding to an EBITDA margin of [members only]. The business employed more than 50,000 colleagues and had been re-established as a standalone company by Sycamore Partners the previous year. Following completion, Wittington and Fairfax were each to hold a 50% stake, with Wittington responsible for operational control. Galen Weston, Wittington's chairman, was expected to become chairman of Boots, while Fairfax committed up to approximately $ 2.3 billion towards the purchase price. The transaction was expected to close in the first quarter of 2027, subject to customary closing conditions, including antitrust approvals and clearances. CIBC Capital Markets and Morgan Stanley Canada acted as lead financial advisers to Wittington, alongside RBC Capital Markets and Barclays. Skadden, Arps, Slate, Meagher & Flom and A&O Shearman provided legal advice, while CIBC and Morgan Stanley Senior Funding acted as lead arrangers and provided acquisition financing. UBS Investment Bank and Rothschild & Co. led the financial advisory team for The Boots Group, alongside J.P. Morgan, Citi, Deutsche Bank Securities and Goldman Sachs, with Davis Polk & Wardwell serving as legal adviser. A&O Shearman also advised Fairfax, with its team led by M&A partners Sean Skiffington in Toronto and Nick Withers in London.