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McKesson Revives Bid for Celesio with Independent Agreements

McKesson will exceed the 75% ownership threshold of Celesio through agreements to purchase shares and bonds from two entities.

McKesson Corp. (NYSE: MCK), San Francisco, CA, a North American healthcare services and information technology company, has reached an agreement with Franz Haniel & Cie. GmbH  to acquire their entire holding of Celesio shares for EUR 23.50 (US$32.14) per share. In a separate and subsequent agreement, McKesson also announced the acquisition of Celesio convertible bonds from Elliott. After the close of the agreements with Haniel and Elliott, McKesson will exceed 75 percent ownership of Celesio shares on a fully diluted basis.

These agreements are not subject to any closing conditions and the transactions are expected to close within 10 business days.   

“We are excited to move forward with our acquisition of Celesio,” said John H. Hammergren, CEO, McKesson Corp. “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 have informed Frankfurt, Germany-based 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.

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