Offer Update

RNS Number:3917V
Kohlberg Kravis Roberts & Co LP
24 April 2007


Not for release, publication or distribution in whole or part in, into or from
any jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction.


                                                                   24 April 2007

                                  Revision to

                           recommended acquisition of

                               Alliance Boots plc

                                       by

                            AB Acquisitions Limited

a company controlled by certain funds advised by Kohlberg Kravis Roberts and by

                                Stefano Pessina


AB Acquisitions Limited ("AB Acquisitions") announces that it has acquired
49,694,229 Alliance Boots Shares at above the recommended acquisition price of
1,090 pence in cash per Alliance Boots Share announced on 20 April 2007.  The
price at which Alliance Boots Shares were acquired is 1,139 pence per Share.

In accordance with Rule 6.2(b) of the City Code, AB Acquisitions confirms that
the cash price under the Transaction will be increased to 1,139 pence per
Alliance Boots Share.  The price is inclusive of any final dividend to be
declared in respect of the financial year ended 31 March 2007.  A Loan Note
Alternative will be made available for the increased cash price.

Since the offer period began, on 9 March 2007, AB Acquisitions has now, in
aggregate, purchased a total of 61,139,085 Alliance Boots Shares, representing
approximately 6.3 per cent. of the issued share capital of Alliance Boots.

Additionally, as previously announced, Stefano Pessina and Ornella Barra will
separately consent to the Transaction in respect of their aggregate interest in
146,158,129 Alliance Boots Shares, representing approximately 15.1 per cent. of
the issued share capital of Alliance Boots.  AB Acquisitions has also, as
previously announced, received irrevocable undertakings from nine of the
Independent Directors of Alliance Boots to vote in favour of the Scheme (or in
the event that the Transaction is implemented by way of a takeover offer, to
accept or procure acceptance of such offer) in respect of their aggregate
holdings of 223,550 shares in Alliance Boots, representing approximately 0.023
per cent. of the issued share capital of Alliance Boots.

Accordingly, AB Acquisitions now owns or has undertakings in relation to the
Transaction in respect of a total of 207,520,764 Alliance Boots Shares,
representing approximately 21.4 per cent. of the issued share capital of
Alliance Boots.

The following concert parties of AB Acquisitions also have interests in Alliance
Boots securities:

Merrill Lynch                1,468,984

Citi                           143,829 (long)

                                7,926 (short)

                                2,250,000 options (long)

                                2,250,000 options (short).

The Transaction will be subject to the Conditions and certain further terms set
out in the announcement of the recommended acquisition dated 20 April 2007, and
the further terms and conditions to be set out in the Scheme Document.  AB
Acquisitions reserves the right to elect to implement the acquisition of the
Alliance Boots Shares by way of a takeover offer as an alternative to the
Scheme.  Defined terms used in this announcement have the same meaning as those
in the announcement dated 20 April 2007.

PRESS ENQUIRIES

For further information please contact:

Gavin Anderson & Company (PR adviser to AB Acquisitions)

Richard Constant [phone]


This announcement is not intended to and does not constitute an offer to sell or
invitation to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Transaction or
otherwise.  The Transaction will be made solely through the Scheme Document,
which will contain the full terms and conditions of the Transaction, including
details of how to vote in respect of the Transaction.

The availability of the Transaction to persons who are not resident in the UK or
the US may be affected by the laws of the relevant jurisdictions.  Persons who
are not so resident should inform themselves about, and observe, any applicable
requirements.  Further details in relation to overseas shareholders will be
contained in the Scheme Document.

The release, publication or distribution of this announcement in jurisdictions
other than the UK or the US may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the UK or the US
should inform themselves about, and observe, any applicable requirements.  Any
failure to comply with the applicable requirements may constitute a violation of
the securities laws of any such jurisdiction.  This announcement has been
prepared for the purpose of complying with English law and the City Code and the
information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws of
jurisdictions outside the UK.

Any person (including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the Scheme Document and/or any
other related document to any jurisdiction outside the UK should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdiction.

The Loan Notes that may be issued pursuant to the Transaction have not been nor
will be registered under the Securities Act of 1933, as amended (the "Securities
Act") or under the relevant securities laws of any state or territory or other
jurisdiction of the United States. Accordingly, Loan Notes may not be offered or
sold in the United States, except in a transaction not subject to, or in
reliance on an exemption from, the registration requirements of the Securities
Act and such state securities laws.

The Loan Notes which may be issued pursuant to the Transaction have not been and
will not be registered under the relevant securities laws of Japan and any
relevant clearances and registrations have not been, and will not be, obtained
from the securities commission of any province of Canada. No prospectus in
relation to the Loan Notes has been, or will be, lodged with, or registered
with, the Australian Securities and Investments Commission or the Japanese
Ministry of Finance. Accordingly, unless otherwise determined by AB Acquisitions
and permitted by applicable law and regulation, Loan Notes may not be offered,
sold, resold, transferred, delivered or distributed, directly or indirectly in
or into Canada, Australia or Japan or any other jurisdiction where to do so
would violate the laws of that jurisdiction or would require registration
thereof in such jurisdiction.

US Holders should note that the Scheme relates to the shares of a UK company
that is a "foreign private issuer" as defined under Rule 3b-4 under the US
Securities Exchange Act of 1934, as amended (the "Exchange Act") and will be
governed by English law.  Accordingly, neither the proxy solicitation nor the
tender offer rules under the Exchange Act will apply to the Scheme.  Moreover,
the Scheme will be subject to the disclosure requirements and practices
applicable in the UK to schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer rules.
Financial information included in the Scheme documentation will have been
prepared in accordance with accounting standards applicable in the UK that may
not be comparable to the accounting standards applicable to financial statements
of US companies.  If AB Acquisitions exercises its right to implement the
acquisition of the Alliance Boots Shares by way of a takeover offer, a separate
announcement would be made and such offer would be made in compliance with
applicable US securities laws and regulations.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
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