SAN FRANCISCO, February 6, 2014 –
McKesson Corporation (NYSE:MCK), a leading North American healthcare services
and information technology company, confirmed today that it has
completed the previously announced agreement with Franz Haniel & Cie. GmbH to
acquire their entire holding of Celesio shares.
McKesson also confirmed it has completed the previously announced
agreement with an affiliate of Elliott Management to acquire Celesio
convertible bonds. McKesson now exceeds
75% ownership of Celesio shares on a fully diluted basis.
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.
About Celesio
Group
Celesio is a leading international wholesale and retail
company and provider of logistics and services to the pharmaceutical and
healthcare sectors. The proactive and preventive approach ensures that patients
receive the products and support that they require for optimum care.
With 38,000 employees, Celesio operates in 14 countries
around the world. Every day, the group serves over 2 million customers – at
2,200 pharmacies of its own and 4,100 participants in brand partnership
schemes. With 132 wholesale branches, Celesio supplies 65,000 pharmacies and
hospitals every day with up to 130,000 pharmaceutical products. The services
benefit a patient pool of about 15 million per day.
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
offer will be subject to the full terms and conditions set out in the offer
document.
Disclaimer
This
press release is for information purposes only and does not constitute an
invitation to make an offer to sell Celesio shares. This announcement does not
constitute an offer to purchase Celesio shares and nothing in this announcement
should be construed as a representation or binding legal commitment by
McKesson.
An
offer to purchase Celesio shares (“Takeover Offer”) will solely be
made by the offer document which is to be published by Dragonfly GmbH & Co.
KG (“Dragonfly”), a wholly owned subsidiary of McKesson
Corporation (“McKesson”), in due course and will be exclusively subject
to such offer document’s terms and conditions. The terms and conditions
contained in such offer document may differ from the general information
described in this press release.
The
terms and conditions of the Takeover Offer will be published only after
permission from the German Federal Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht - BaFin) has been obtained. Investors and
shareholders of Celesio are strongly advised to read the relevant documents
regarding the Takeover Offer when they become available because they will
contain important information. Investors and shareholders of Celesio will be
able to obtain these documents, when they become available, at the website http://www.GlobalHealthcareLeader.com. Upon publication,
the offer document will also be available free of charge at a specified
location and will be mailed to investors and shareholders of Celesio free of
charge upon request.
Shareholders
of Celesio are strongly recommended to seek independent advice, where
appropriate, in order to reach an informed decision in respect of the content
of the offer document and with regard to the Takeover Offer.
The
Takeover Offer will be issued exclusively under the laws of the Federal
Republic of Germany, in particular under the German Securities Acquisition and
Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, (“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 laws of the United States of America (“United
States”). The Takeover Offer 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 laws of the United States. Thus, no other
announcements, registrations, admissions or approvals of the Takeover Offer
outside the Federal Republic of Germany have not been and will not be filed,
arranged for or granted. The shareholders of Celesio 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 Takeover Offer will be exclusively
governed by the laws of the Federal Republic of Germany and will have 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 Takeover Offer 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 Takeover Offer 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.
Forward-looking
Statements
This
press release contains “forward-looking statements” within the meaning of
Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S.
Securities Exchange Act of 1934 (the “Exchange Act”), as amended, that are
subject to risks and uncertainties and other factors. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements.
These
statements do not represent facts and may be characterized by words such as
"expect", "believe", "estimate",
"intend", "aim", "assume" or similar expressions.
Such statements express the intentions, opinions, or current expectations of
McKesson, the persons acting in concert with McKesson pursuant to Section 2
para. 5 sentence 1 and sentence 3 of WpÜG and Celesio AG with
respect to possible future events, e.g., regarding possible consequences of the
Takeover Offer for McKesson or Celesio AG, for those shareholders of Celesio AG
who choose not to accept the Takeover Offer or for future financial results of
McKesson or Celesio AG. Such forward-looking statements are based on current
plans, estimates and forecasts which McKesson, the persons acting in concert
with McKesson pursuant to section 2 para. 5 sentence 1 and
sentence 3 of WpÜG and Celesio AG have made to the best of their
knowledge, but which do not claim to be correct in the future. Forward-looking
statements are subject to risks and uncertainties that are difficult to predict
and generally cannot be influenced by McKesson, the persons acting in concert
with McKesson within the meaning of Section 2 para. 5 sentence 1
and sentence 3 of WpÜG or Celesio AG. The forward-looking statements
contained in this press release could turn out to be incorrect and/or future
events and developments could considerably deviate from the forward-looking
statements in this press release. No assurances can be given that the
forward-looking statements in the offer document in relation to the Takeover
Offer which is yet to be published or any other document associated with the
Takeover Offer will be realized. Subject to compliance with applicable law and
regulations, neither McKesson nor Dragonfly intend to update these
forward-looking statements or to undertake any obligation to do so.
If
you are a resident of the United States, please read the following:
The
Takeover Offer 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 it is 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.
In
accordance with the intended Takeover Offer, 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 issued by Celesio Finance B.V. outside the Takeover Offer
also during the period in which the Takeover Offer will 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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