(Bloomberg Opinion) — The colossal buyout of Walgreens Boots Alliance Inc. mooted last year may now look like a fantasy. But the pandemic will create opportunities for Chief Executive Officer Stefano Pessina to do preparatory dealmaking that would make it easier to take the drugstore group private. One option for the Italian billionaire could be to remove the company’s middle name by selling the historic Boots business in the U.K.
Attention has recently focused on whether the owner of Walgreens and Duane Reade pharmacies could offload its pharmaceuticals wholesale arm. Drug distribution company AmerisourceBergen Corp. approached it about buying the unit for $6 billion, Reuters reported in May. Coincidentally, Walgreens has a 28% stake in AmerisourceBergen that could be worth a similar amount.
But Pessina is unlikely to want to part with the division, which mainly operates under the Alliance Healthcare brand. It’s where he began building his empire more than four decades ago. Whereas Boots, the British high-street retailer that began life selling herbal remedies in Nottingham in 1849, didn’t become part of his company until 2006. That makes the chain, with about 2,500 stores in the U.K., a plausible alternative.
True, Boots’s sales and profits have declined over the past three years as it grappled with online competition. But it was one of the few retailers allowed to continue operating in Britain during the pandemic. With the Covid-19 crisis expected to spark a surge in spending on health, a buyer might see some turnaround potential in the asset now.
That may help Pessina get a decent valuation for the division, which generates two-thirds of its sales from non-prescription health-care and beauty products. According to the most recent accounts available, Boots U.K. had 6.7 billion pounds ($8.3 billion) of revenue in the year to August 2019. Ebitda fell from 572 million pounds in 2018 to 391 million pounds in 2019, hurt by a 70 million-pound increase in costs from a plan to close 200 stores.
Given Boots is a largely defensive brick-and-mortar retailer, a useful valuation benchmark would be the U.K. supermarkets, which are valued at between five and eight times their estimated yearly Ebitda. The extent of Boots’s exposure to higher-margin beauty and personal-care items argues for a top-end valuation. That would imply an enterprise value of about 4.2 billion pounds ($5.2 billion), assuming the business can generate annual Ebitda of about 500 million pounds, with another 30 million pounds from its optician services.
Boots also operates stores in Ireland, Norway, the Netherlands and Thailand, and it owns 49% of a hearing-care joint venture with Sonova Holding AG. So depending what is included, the exit price may be higher.
The question is who might want to buy Boots. A.S. Watson Holdings Ltd., owner of the British Superdrug chain, would be the obvious acquirer, but a combination of the two would likely be prohibited on competition grounds. The same goes for the U.K. supermarkets, even though Tesco Plc has the scale and its incoming CEO Ken Murphy has been a Walgreens lifer.
Maybe private equity would be interested in a second go. In 2007, a year after merging his Alliance Unichem chain with Boots, Pessina took the group private with KKR in a $14 billion deal, then Europe’s biggest-ever buyout. This time, an acquirer would need to believe in the opportunity to tap into demand from consumers prioritizing their health and be willing to invest in modernizing Boots’s stores and reinforcing its online offering.
Of course, a sale of Boots would be small compared to a transaction encompassing Walgreens as a whole. But it may be the best deal available to Pessina right now, one that could set the stage for even bigger things another day.
This column does not necessarily reflect the opinion of the editorial board or Bloomberg LP and its owners.
Andrea Felsted is a Bloomberg Opinion columnist covering the consumer and retail industries. She previously worked at the Financial Times.
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