We are advising The Boots Group on the transaction

Davis Polk is advising The Boots Group on the $8.9 billion sale of Boots to Wittington Investments, Limited. Under the terms of the transaction, Wittington will acquire Boots’ retail operations in the United Kingdom and Ireland, Boots Opticians, No7 Beauty Company and Boots’ Thailand and franchised businesses, with Wittington having operational control upon closing. Sycamore Partners, in partnership with Stefano Pessina and his family, will retain ownership of The Boots Group’s interests in Farmacias Benavides and Alliance Healthcare Deutschland. Fairfax Financial Holdings Limited, a Toronto-based holding company, is partnering with Wittington on the acquisition, with Wittington having operational control upon close. The transaction is subject to certain regulatory approvals and the satisfaction of customary closing conditions and is expected to close in the first quarter of 2027.

The Boots Group includes pharmacy-led health and beauty retail businesses globally, along with a pharmaceutical wholesale operation in Germany. Through trusted brands, including Boots, No7 Beauty Company and Farmacias Benavides, the company focuses on helping people look and feel their best by delivering convenient, high-quality healthcare and retail services. The Boots Group’s pharmaceutical wholesale business in Germany operates under the Alliance Healthcare Deutschland and GEHE brands and supports over 11,000 pharmacies nationwide through modern logistics and digital healthcare services.

Sycamore Partners is a private equity firm based in New York, founded in 2011. The firm specializes in consumer, distribution and retail-related investments and partners with management teams to improve the operating profitability and strategic value of their businesses. With approximately $14 billion of assets under management, Sycamore Partners’ investors include leading endowments, financial institutions, family offices, pension plans and sovereign wealth funds.

Wittington is the private holding company for the Canadian-based Weston family. It is the controlling shareholder of George Weston Limited and, through it, Loblaw Companies Limited and Choice Properties. With more than 2,800 locations, Loblaw is Canada’s largest grocery retailer and owns Shoppers Drug Mart, the nation’s largest pharmacy, health and beauty business.

Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and associated investment management.

The Davis Polk corporate team includes partners Brian Wolfe and Darren M. Schweiger and counsel Alon Benjamin Harish. Partner Jennifer S. Conway is providing U.S. executive compensation advice. Partner David H. Schnabel is providing U.S. tax advice. Partner Nikolaus Caro is providing sponsor finance advice. Partner Pritesh P. Shah is providing intellectual property and commercial transactions advice. Partner Dominic Foulkes and counsel Nathan Langford are providing U.K. tax advice. Partner Matthew Yeowart is providing antitrust and competition advice. Members of the Davis Polk team are based in the New York and London offices.