A&O Shearman is advising Fairfax Financial Holdings Limited (Fairfax) on its acquisition of Boots and its associated businesses, alongside Wittington Investments Limited (Wittington) the holding company of Canada's Weston family.
The total purchase price is USD8.9 billion, including assumed debt. Boots is currently majority owned by New York-based private equity firm Sycamore Partners, in partnership with Stefano Pessina and his family.
Under the agreement, Fairfax and Wittington will acquire the Boots retail operations in the UK and Ireland, the Boots Opticians business, the No7 Beauty company, and Boots' Thailand and franchised businesses.
As part of the deal, Fairfax has committed to provide up to approximately USD2.3bn toward the purchase price. The transaction is expected to close in the first quarter of 2027, subject to customary closing conditions, including certain required antitrust approvals and clearances.
Once the deal closes, Fairfax and Wittington will each own 50% of Boots. Wittington will have operational control, and Galen Weston, chair of Wittington, will serve as chair of Boots.
The A&O Shearman team advising Fairfax is led by M&A partners Sean Skiffington in Toronto and Nick Withers in London, and associate Jake Shaughnessy in New York.
The deal team also includes partners Tim Harrop (Tax—London), Dominic Long (Antitrust—London), Larry Crouch (Tax—Menlo Park), Matthew Brown (Tax—Washington, DC) and Jon Cheng (Antitrust—New York), counsels Christopher Best (Antitrust—London), Jessica Bowring (Antitrust—London) and Hugh Brooks (Tax—London), senior associate Anthony Bowen (M&A—London), and associates Brandon Fawbush (Tax—Washington, DC) and Azka Anees (M&A—Toronto).
Fairfax, through its subsidiaries, operates mainly in property and casualty insurance, reinsurance, and associated investment management. Its consumer retail investments include Sleep Country, Canada's largest mattress retailer and owner of Simba Sleep in the UK, and The Sporting Life Group, a Canadian specialty retail platform focused on premium sports.