McKesson Secures Acquisition of Celesio Through New Agreements
*McKesson announces agreement with Franz Haniel & Cie. GmbH to acquire
entire holding of Celesio shares at EUR23.50 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 -- 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
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 14^th 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.McKessonhelps 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
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
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 Celesioshares (“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
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 laws 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 laws 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 Section2 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.
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
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 Section2 para.5 sentence1 and sentence3 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 section2 para.5 sentence1 and
sentence3 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 Section2 para.5 sentence1 and sentence3 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, Section14(e) of the
Exchange Act and Regulation14E 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.
Investors and Financial Media:
Erin Lampert, +1 415-983-8391
General and Business Media:
Kris Fortner, +1 415-983-8352
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