SAN FRANCISCO, December 23, 2015 – McKesson Corporation (NYSE:MCK)
received notice of an unsolicited “mini-tender” offer by TRC Capital
Corporation (TRC Capital) to purchase up to 1 million shares of McKesson’s
common stock at a price of $182.00 per share in cash. The offering price is 4.5
percent below the closing price per share of McKesson’s common stock on
December 14, 2015, the last trading day before the commencement of the offer.
The offer is for approximately 0.43 percent of the outstanding shares of
McKesson’s common stock as of September 30, 2015.
In
accordance with rules of the U.S. Securities and Exchange Commission (SEC),
McKesson must respond to this tender offer within 10 business days of
commencement. McKesson does not endorse or recommend TRC Capital’s unsolicited
mini-tender offer as it represents a significant discount to the current market
price of $197.30 per share as of December 22, 2015. McKesson is not associated
with TRC Capital, its mini-tender offer or the mini-tender offer documentation.
TRC
Capital has made many similar mini-tender offers for the shares of other
companies. Because TRC Capital’s mini-tender offer is for less than 5 percent
of McKesson’s outstanding shares, it is not subject to many of the disclosure
and procedural requirements of the SEC that are designed to protect investors.
The SEC has cautioned investors about mini-tender offers, noting that “some
bidders make mini-tender offers at below-market prices, hoping that they will
catch investors off guard if the investors do not compare the offer price to
the current market price.” The SEC’s guidance to investors on mini-tender
offers is available at www.sec.gov/investor/pubs/minitend.htm.
Shareholders
should obtain current market quotations for their shares, consult with their
broker or financial advisor, and exercise caution with respect to TRC Capital’s
mini-tender offer. McKesson recommends that shareholders who have not responded
to TRC Capital’s offer take no action. Shareholders who have already tendered
their shares may withdraw them at any time prior to 12:01 a.m., New York City
time on Friday, January 15, 2016, in accordance with TRC Capital’s offering
documents.
McKesson
encourages brokers and dealers, as well as other market participants, to review
the SEC’s letter regarding broker-dealer mini-tender offer dissemination and
disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
McKesson
requests that a copy of this press release be included with all distributions
of materials relating to TRC Capital’s mini-tender offer.
About McKesson Corporation
McKesson Corporation, currently ranked
11th 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 http://www.McKesson.com.
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