Voluntary Public Tender Offer Failed to Meet the Required 75 Percent Completion Condition
SAN
FRANCISCO, January 13, 2014 – McKesson Corporation (NYSE:MCK), a leading North
American healthcare services and information technology company, announced
today that it was unsuccessful in reaching the 75% completion condition in its
offer for the outstanding shares and convertible bonds of Celesio.
“While
we are disappointed that we were not successful in completing our offers for
Celesio, we have a track record of great performance, a
strong balance sheet and demonstrated leadership and scale across our markets,”
said
John H. Hammergren, chairman and chief executive officer, McKesson Corporation.
“We are well positioned and will continue to explore and evaluate opportunities
to further strengthen our businesses through our disciplined approach to
capital allocation.”
About McKesson
Corporation
McKesson Corporation, currently ranked 14th
on the FORTUNE 500, is a healthcare services and information technology company
dedicated to making the business of healthcare run better. McKesson partners
with payers, hospitals, physician offices, pharmacies, pharmaceutical companies
and others across the spectrum of care to build healthier organizations that
deliver better care to patients in every setting. McKesson helps its
customers improve their financial, operational, and clinical performance with
solutions that include pharmaceutical and medical-surgical supply management,
healthcare information technology, and business and clinical services. For more
information, visit www.McKesson.com.
This press release is not for release, publication or distribution, in
whole or in part, in, into or from any jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction
The offers will be subject to the full terms and conditions set out
in the offer documents and, if applicable, the amendments.
Disclaimer
This press release is for
information purposes only and does not constitute an invitation to make an
offer to sell Celesio shares or bonds.
This announcement does not constitute an offer to purchase Celesio shares or
bonds and is not for the purposes of McKesson making any representations or
entering into any other binding legal commitments.
The offers to purchase Celesio shares (“Takeover Offer”)
and Convertible Bonds (“Tender Offers” and together with the
Takeover Offer, the “Offers”) are solely made by the respective offer
document and, if applicable, the amendment published by Dragonfly GmbH &
Co. KG (“Dragonfly”), a
wholly owned subsidiary of McKesson Corporation (“McKesson”), on 5 December
2013 and 9 January 2014 and are exclusively subject to such offer
document’s and amendment’s terms and conditions. The terms and conditions
contained in such offer document or amendment may differ from the general
information described in this press release.
Investors, shareholders of Celesio and
holders of Convertible Bonds are strongly advised to read the relevant
documents regarding the Takeover Offer and the Tender Offers because they
contain important information. Investors, shareholders of Celesio and holders of Convertible Bonds
can obtain these documents at the website http://www.GlobalHealthcareLeader.com.
The Tender Offers are not subject to the
German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, (“WpÜG”)) and have not been reviewed by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin).
Shareholders of Celesio and holders of Convertible Bonds are strongly
recommended to seek independent advice, where appropriate, in order to reach an
informed decision in respect of the content of the offer documents and with
regard to the Takeover Offer or the Tender Offers.
The Offers are issued exclusively under the
laws of the Federal Republic of Germany, the Takeover Offer especially under
the WpÜG and the Regulation on the Content of the Offer Document, Consideration
for Takeover Offers and Mandatory Offers and the Release from the Obligation to
Publish and Issue an Offer (“WpÜG Offer Regulation”), and certain
applicable provisions of the securities law of the United States of America (“United
States”). The Offers will not be executed according to the provisions of
jurisdictions (including the jurisdictions of Australia and Japan) other than
those of the Federal Republic of Germany and certain applicable provisions of
securities law of the United States. Thus, no other announcements, registrations,
admissions or approvals of the Offers outside the Federal Republic of Germany
have not been and will not be filed, arranged for or granted. The shareholders
of Celesio and holders of
Convertible Bonds cannot rely on having recourse to provisions for the
protection of investors in any jurisdiction other than such provisions of the
Federal Republic of Germany. Any contract that will be concluded on the basis
of the Offers will be exclusively governed by the laws of the Federal Republic
of Germany and will to be interpreted in accordance with such laws.
Neither McKesson nor any persons acting in
concert with McKesson within the meaning of Section 2 para 5 of the
WpÜG have authorized the publication, sending, distribution, or dissemination
of this press release or any other document associated with the Offers by third
parties outside the Federal Republic of Germany, the United States and Canada.
Neither McKesson nor persons acting in concert with McKesson within the meaning
of Section 2 para. 5 of the WpÜG are in any way responsible for the compliance
of the publication, sending, distribution, or dissemination of this press
release or any other document associated with the Offers by a third party
outside of the Federal Republic of Germany, the United States and Canada to any
jurisdiction with legal provisions other than those of the Federal Republic of
Germany, the United States and Canada.
The publication, sending, distribution or
dissemination of this press release in certain jurisdictions other than the
Federal Republic of Germany, the United States and Canada may be governed by
laws of jurisdictions other than the Federal Republic of Germany, the United
States and Canada in which the publication, sending, distribution or
dissemination are subject to legal restrictions. Persons who are not resident
in the Federal Republic of Germany, the United States and Canada or who are for
other reasons subject to the laws of other jurisdictions should inform
themselves of, and observe, those.
This press release is not for release, publication or distribution,
in whole or in part, in, into or from any jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction.
If you are a resident of the United States, please read the following:
The Offers will be made for the securities of
a non-U.S. company and will be subject to the disclosure and procedural laws,
standards and practices of jurisdictions other than the U.S., although are
intended to be made in the United States in reliance on, and compliance with,
Section 14(e) of the Exchange Act and Regulation 14E thereunder, as
exempted thereunder by Rule 14d-1(c).
In accordance with the Offers, McKesson,
Dragonfly, certain affiliated companies and the nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase, Celesio
Shares and Convertible Bonds outside the Offers also during the period in which
the Offers remain open for acceptance. If such purchases or arrangements to
purchase are made they will be made outside the United States and will comply
with applicable law, including the Exchange Act.
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