- Following the close of the initial
acceptance period, McKesson owns 75.7% of Celesio shares on a fully
diluted basis.
- The additional two-week acceptance
period will begin on April 8, 2014 and will expire on April 22,
2014.
McKesson Corporation (NYSE:MCK), a leading North American
healthcare services and information technology company, announced
today that the results of the initial acceptance period of the
voluntary public takeover offer (“Takeover Offer”) for the
remaining shares of Celesio AG (“Celesio”) have been published.
McKesson now owns 75.7% of Celesio shares on a fully diluted
basis.
Shareholders who did not tender their Celesio shares into the
Takeover Offer during the initial acceptance period may tender
their shares within the additional two-week acceptance period. The
additional two-week acceptance period will begin on April 8, 2014
and will expire on April 22, 2014 at 24:00 (CEST) / 18:00
(EDT).
Further information can be found on
www.GlobalHealthcareLeader.com.
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.
McKesson CorporationInvestors and Financial Media:Erin
Lampert, +1 415-983-8391Erin.Lampert@McKesson.comorGeneral and
Business Media:Kris Fortner, +1
415-983-8352Kris.Fortner@McKesson.com
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