|[December 05, 2013]
McKesson Launches Public Takeover Offer for Celesio
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 the voluntary public takeover offer for the
outstanding shares of Celesio ("Takeover Offer") and tender offers for
the outstanding convertible bonds of Celesio ("Tender Offers") through
its indirect wholly-owned subsidiary Dragonfly GmbH & Co. KGaA, in
connection with the announcement on October 24, 2013 of McKesson's
agreement to acquire Celesio.
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 per share. The acceptance period will end on January
9, 2014 at 24:00 (CET) / 18:00 (EST).
In parallel to the Takeover Offer, McKesson launched the Tender Offers
for Celesio's outstanding convertible bonds at a price corresponding to
the value of the underlying shares implied by a €23 per share offer
price, which equals €53,117.78 per bond for Celesio's convertible bond
due 2014 (principal amount of €50,000) and €120,798.32 per bond for
Celesio's convertible bond due 2018 (principal amount of €100,000). The
acceptance period for the Tender Offers will also end on January 9, 2014
at 24:00 (CET) / 18:00 (EST). The offer document for the Tender Offers
is also available on www.GlobalHealthcareLeader.com
in German and in an English translation.
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.
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 Takeover Offer and the Tender Offers will be subject to the full
terms and conditions to be set out in the respective offer document.
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
is not for the purposes of McKesson making any representations or
entering into any other binding legal commitments.
The offers to purchase Celesio shares ("Takeover Offer") and
convertible bonds ("Tender Offers" and together with the Takeover
Offer, the "Offers") are solely made by the respective offer
document published by Dragonfly GmbH & Co. KGaA ("Dragonfly"),
an indirect wholly-owned subsidiary of McKesson Corporation ("McKesson"),
on December 5, 2013 and is 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
Investors and holders of the shares or convertible bonds of Celesio are
strongly advised to read the relevant documents regarding the Takeover
Offer and the Tender Offers because they contain important information.
Investors and holders of the shares or convertible bonds of Celesio can
obtain these documents at the website http://www.GlobalHealthcareLeader.com.
The Tender Offers are not subject to the German Securities Acquisition
and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, ("WpÜG"))
and have not been reviewed by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin")).
Holders of the shares or convertible bonds of Celesio are strongly
recommended to seek independent advice in order to reach an informed
decision in respect of the content of the offer documents and with
regard to the Takeover Offer or the Tender Offers.
The Offers are issued exclusively under the laws of the Federal Republic
of Germany ("Germany"), the Takeover Offer especially under the
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, and certain
applicable provisions of the securities laws of the United States of
America ("United States"). The Offers will not be executed
according to the provisions of jurisdictions (including the
jurisdictions of Australia and Japan) other than those of the Germany
and certain applicable provisions of securities laws of the United
States. Thus, no other announcements, registrations, admissions or
approvals of the Offers outside Germany have been or will be filed,
arranged for or granted. The holders of the shares of or convertible
bonds 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
Offers will be exclusively governed by the laws of Germany and will 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 Offers by third
parties outside 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 Offers 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 or Canada or who are
for other reasons subject to the laws of other jurisdictions should
inform themselves of, and observe, the laws of such other jurisdictions.
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.
If you are a resident of the United States, please read the following:
The Offers are being 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 the Offers are
made in reliance on, and compliance with, Section 14(e) of the Exchange
Act and Regulation 14E thereunder, as exempted thereunder by Rule
In accordance with the Offers, McKesson, Dragonfly, certain affiliated
companies and their respective nominees or brokers (acting as agents)
may make certain purchases of, or arrangements to purchase, Celesio
shares or convertible bonds outside the Offers during the period in
which the Offers 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.
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