SAN FRANCISCO & FRANKFURT,
Germany, January 9, 2014 – McKesson Corporation (NYSE:MCK), a leading North
American healthcare services and information technology company, announced today
it has reached an agreement with Franz Haniel & Cie. GmbH, currently
representing a 50.01% stake in Celesio, to increase the purchase price for its
shareholding in Celesio to EUR 23.50 per share. Accordingly, the price McKesson is offering to
all shareholders of Celesio by way of a voluntary public takeover offer (“Takeover
Offer”) increases to EUR 23.50 per share.
McKesson also announced that it has increased the consideration offered
under its tender offers (“Tender Offers”) for the outstanding convertible bonds
of Celesio Finance B.V. (“Convertible Bonds”) to a price equating to a
look-through price of EUR 23.50 per underlying Celesio share.
The EUR 23.50 offer represents McKesson’s best and final offer with
respect to the Takeover Offer and Tender Offers.
McKesson also announces that it has reached an agreement with Elliot to
acquire their Celesio convertible bonds. The closing of the acquisition of the
Celesio convertible bonds from Elliott is subject to the successful completion
of the Takeover Offer and Tender Offers.
The periods to accept the Takeover Offer and the Tender Offers will
remain unaffected and will end today, January 9, 2014, 24:00 hours CET.
McKesson recommends to all shareholders and bondholders who have not tendered
to date to do so as the Takeover Offer and the Tender Offers will lapse if the
75% offer condition is not met. There will be no additional acceptance period
should the 75% offer condition not be met by today, January 9, 2014, 24:00
hours CET.
If the 75% offer condition is met by January 9, 2014, 24:00 hours CET, there
will be an additional acceptance period for the Takeover Offer. Shareholders
who have not tendered their Celesio shares into the Takeover Offer before January
9, 2014, 24:00 hours CET may tender their shares within the additional
acceptance period. The additional acceptance period for the Takeover Offer is
expected to commence on January 16, 2014 and end on January 29, 2014, 24:00
hours CET.
There will be no additional acceptance period for the Tender Offers.
Please
note that financial intermediaries, custodian banks or brokers may have
individually set earlier deadlines for their receipt of acceptance instructions
in order to process these properly and in time. McKesson, therefore, advises
Celesio shareholders and bondholders to contact their financial intermediaries,
custodian banks or brokers as soon as possible to clarify the applicable
deadline by which tender instructions need to be submitted.
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 to be 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.
This announcement does not constitute an offer to purchase Celesio shares and
is not for the purposes of McKesson making any representations or entering into
any other binding legal commitments.
The offer 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 is 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.