Offer Update

RNS Number:4481V
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

                           Acquisition of shares in

                               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, since the
announcement this morning under Rule 8.1 of the City Code, it has acquired a
further 30,000,000 Alliance Boots Shares at a price of 1,130 pence per share.

Since the offer period began, on 9 March 2007, AB Acquisitions has now, in
aggregate, purchased a total of 131,444,856 Alliance Boots Shares, representing
approximately 13.6 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 277,826,535 Alliance Boots Shares,
representing approximately 28.7 per cent. of the issued share capital of
Alliance Boots.

In addition, 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).



In accordance with Rule 8.1 of the City Code, AB Acquisitions will make a formal
announcement by noon on Wednesday, 25 April 2007.

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]




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