SAN FRANCISCO & FRANKFURT, Germany--(BUSINESS WIRE)--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.
