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