McKesson Recommends Shareholders Reject "Mini-Tender" Offer by TRC Capital Corporation

December 23, 2015

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

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

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

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