- Offer price of
€23.50 per Celesio share in cash.
- Shareholders of Celesio can tender their shares from today
until April 2, 2014.
SAN FRANCISCO & FRANKFURT, Germany, February
28, 2014 – McKesson Corporation (NYSE:MCK), a leading North American healthcare
services and information technology company, announced today that McKesson has
launched a voluntary public takeover offer (“Takeover Offer”) for the remaining
outstanding shares of Celesio AG (“Celesio”) through its indirect wholly-owned
subsidiary Dragonfly GmbH & Co. KGaA. There are no closing conditions in
relation to the Takeover Offer. McKesson currently exceeds 75% ownership of
Celesio shares on a fully diluted basis.
The
publication of the offer document for the Takeover Offer has been approved by
the Bundesanstalt für Finanzdienstleistungsaufsicht and is now available on www.GlobalHealthcareLeader.com in German
and in an English translation. Celesio shareholders can now accept the Takeover
Offer and tender their shares in Celesio at the offer price of €23.50 per share.
The initial acceptance period will end on April 2, 2014 at 24:00 (CET) / 18:00
(EST) and will be followed by an additional two-week acceptance period
following the publication of the results of Takeover Offer.
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.
Disclaimer
This press release is for information purposes only and does not
constitute an invitation to make an offer to sell any shares in Celesio AG (“Celesio Shares”), a company
organized under the laws of Germany (“Celesio”). This press release does not constitute an offer to purchase Celesio Shares and is not for the
purposes of making any representations or entering into any other binding legal
commitments.
An offer to purchase Celesio Shares
(“Takeover Offer”) is solely made by the offer document published
by Dragonfly GmbH & Co. KG (“Dragonfly”), a wholly-owned subsidiary of McKesson Corporation (“McKesson”),
on February 28, 2014 and is exclusively subject to the offer document’s terms
and conditions. The terms and conditions contained in the offer document may
differ from the general information described in this press release.
Investors and shareholders of Celesio are strongly advised to read
the relevant documents regarding the Takeover Offer because they contain
important information. Investors and shareholders of Celesio can obtain these documents at the website http://www.GlobalHealthcareLeader.com. The offer document is also available free of charge at Deutsche
Bank Aktiengesellschaft, TSS/Global Equity Services, Post-IPO Services,
Taunusanlage 12, 60325 Frankfurt am Main, Germany, fax: +49 (0)69
910-38794, e-mail: dct.tender-offers@db.com 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 is issued exclusively under the laws of the
Federal Republic of Germany (“Germany”),
especially 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 law 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
Germany and certain applicable provisions of securities law of the United
States. Thus, no other announcements, registrations, admissions or approvals of
the Takeover Offer outside 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
Germany. Any contract that will be concluded on the basis of the Takeover Offer
will be exclusively governed by the laws of Germany and will have to be
interpreted in accordance with such laws.
Neither Dragonfly nor any persons acting in concert with Dragonfly
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
Germany, the United States and Canada. Neither Dragonfly nor persons acting in
concert with Dragonfly 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 Germany, the
United States and Canada to any jurisdiction with legal provisions other than
those of Germany, the United States and Canada.
The publication, sending, distribution or dissemination of this press
release in certain jurisdictions other than Germany, the United States and
Canada may be governed by laws of jurisdictions other than 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 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.
Forward-looking Statements
This press release includes “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 of the WpÜG
and Celesio with respect to possible future events, e.g., regarding possible
consequences of the Takeover Offer for McKesson or Celesio, for those
shareholders of Celesio who choose not to accept the Takeover Offer or for
future financial results of McKesson or Celesio. 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 of the
WpÜG and Celesio 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 of the WpÜG or Celesio. 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 contained in this press release. No assurances
can be given that the forward-looking statements in the offer document in
relation to the Takeover Offer 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, as
exempted thereunder by Rule 14d-1(c).
In accordance with the 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 remains 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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