- McKesson announces
agreement with Franz Haniel & Cie. GmbH to acquire entire holding of
Celesio shares at EUR 23.50 per share.
- McKesson announces
separate agreement with an affiliate of Elliott Management to acquire Celesio
convertible bonds.
- After the close of
these agreements, McKesson will exceed 75% ownership of Celesio on a fully
diluted basis.
SAN FRANCISCO & FRANKFURT, Germany, January
23, 2014 – McKesson Corporation (NYSE:MCK), a leading North American healthcare
services and information technology company, announced today that it has
reached an agreement with Franz Haniel & Cie. GmbH (“Haniel”) to acquire their entire holding of Celesio
shares for EUR 23.50 per share. In a separate and subsequent agreement, McKesson
also announced the acquisition of Celesio convertible bonds from Elliott. These
agreements are not subject to any closing conditions and the transactions are
expected to close within 10 business days. After the close of the agreements
with Haniel and Elliott, McKesson will exceed 75% ownership of Celesio shares
on a fully diluted basis.
“We are excited to move
forward with our acquisition of Celesio,” said John H. Hammergren, chairman and
chief executive officer, McKesson Corporation. “We look forward to bringing
together the strengths of the McKesson and Celesio organizations so we can
provide our customers with more efficient delivery of healthcare products and
services around the world. Our customers will benefit from the increased scale,
supply chain expertise and sourcing capabilities of the combined company,
together with enhanced access to innovative technology and business
services.”
McKesson and its wholly-owned
indirect subsidiary Dragonfly GmbH & Co KGaA (“Dragonfly”) have informed Celesio
of their intention to enter into a domination and profit and loss transfer
agreement, with Dragonfly as the dominating party and Celesio as the dominated
party, pursuant to Sections 291 et seq. of the German Stock Corporation Act
(Aktiengesetz – AktG). McKesson and
Dragonfly expect to implement such a domination and profit and loss transfer
agreement following the close of the transactions without any further regulatory
approval.
McKesson expects to fund a portion of the transaction
with cash and has a bridge financing facility in place to fund the balance of
the transaction, with permanent financing to be put in place following the
close of the transactions. McKesson will consolidate the financial results of
Celesio during its fiscal fourth quarter ending March 31, 2014, and McKesson’s
earnings will reflect its proportionate share of Celesio’s earnings. McKesson
expects the transaction to be $1.00 to $1.20 accretive to adjusted earnings per
share on a fully diluted basis in the first twelve months following the close
of the transactions, assuming 100% ownership in the outstanding common shares of
Celesio. By the fourth year following the implementation of the domination and
profit and loss transfer agreement, McKesson expects to realize annual
synergies between $275 million and $325 million.
McKesson intends to launch a
voluntary tender offer to the remaining minority holders of Celesio common shares.
The offer is expected to commence shortly after the close of the transactions.
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 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 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 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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