20 April 2007

The Board of Alliance Boots plc ("Alliance Boots" or the "Company") notes the announcement made earlier today by Terra Firma, the Wellcome Trust and HBOS (the "Consortium") regarding a possible offer by the Consortium for the Company.

Alliance Boots confirms that it has received an indicative proposal from the Consortium regarding a possible offer for Alliance Boots at a price of 1,115p per Alliance Boots share in cash. Having reviewed the indicative proposal the Board of Alliance Boots has determined that it will continue to provide the Consortium with high level due diligence including access to senior management. The Consortium's indicative proposal remains subject to, inter alia, further due diligence and a recommendation from the Board of Alliance Boots.

The Board of Alliance Boots has made no change to its intention to recommend the offer by Kohlberg Kravis Roberts and Stefano Pessina which was announced this morning.

Note 7 of Rule 2.4 of the City Code on Takeovers and Mergers requires the Company to clarify that this statement is being made by the Company without prior agreement with the potential offeror and that there can be no certainty whether any offer will be made nor as to the terms on which any offer might be made.

For further enquiries, contact:

Alliance Boots plc
Gerald Gradwell/Chris Laud (Investor Relations)
Tel: +44 (0) 20 7138 1118
Donal McCabe (Media)
Tel: +44 (0) 20 7138 1164

Goldman Sachs International
Simon Dingemans
Tel: +44 (0) 20 7774 1000

Greenhill & Co. International LLP
James Lupton
Tel: +44 (0) 20 7198 7400

Finsbury
James Murgatroyd
Tel: +44 (0) 20 7251 3801

Goldman Sachs International, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting for Alliance 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 Alliance 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.

Greenhill & Co. International LLP, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting for Alliance 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 Alliance Boots for providing the protections afforded to the customers of Greenhill & Co. International LLP or for providing advice in relation to the matters described in this announcement.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of the Company, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of the Company, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of the Company by the offeror, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk open link in a new window

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

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