McKesson Announces Early Termination of Hart-Scott-Rodino Act Waiting Period for Acquisition of PSS World Medical
December 26 2012 - 7:30AM
Business Wire
McKesson Corporation (NYSE: MCK), a leading healthcare services
and information technology company, announced today that it has
received notification of early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, in connection with the proposed acquisition of PSS World
Medical, Inc. (NASDAQ:PSSI). The termination of this waiting
period satisfies one of the conditions for McKesson’s proposed
acquisition of PSS World Medical.
The transaction remains subject to other customary closing
conditions, including approval by the shareholders of PSS World
Medical. Subject to satisfaction of these other closing conditions,
the acquisition is expected to close in the first calendar quarter
of 2013.
As previously announced on October 25, 2012, McKesson and PSS
World Medical have signed a definitive agreement under which
McKesson will acquire all outstanding shares of PSS World Medical
for $29.00 per share in cash.
About McKesson
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. We
partner 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 http://www.mckesson.com.
About PSS World Medical, Inc.
PSS World Medical, Inc. (Nasdaq:PSSI) markets and distributes
medical products and services to front-line caregivers throughout
the United States. With 4,000 team members, PSS is a leader in the
markets it serves with innovative approaches to customer service
and operational excellence. Its stated purpose is to strengthen the
clinical success and financial health of caregivers by solving
their biggest problems. The Company is focused to accelerate growth
in four markets - Physician, Laboratory, Dispensing, and Home Care
& Hospice - with products and solutions that deliver high
quality, cost effective, and convenient patient care. For more
information on PSS, visit www.pssworldmedical.com.
Risk Factors
This press release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, 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,
including statements regarding the ability to complete the
transaction considering the various closing conditions; the
expected benefits and costs of the transaction; any projections of
earnings, revenues or other financial items; any statements of the
plans, strategies and objectives of management for future
operations; any statements regarding product or service
development, extensions or integration; any statements of
expectation or belief; any statements regarding general industry
conditions and competition; any statements regarding economic
conditions; and any statements of assumptions underlying any of the
foregoing. Risks, uncertainties and assumptions include risks
related to the timing or ultimate completion of the transaction, as
the transaction is subject to certain closing conditions, including
receipt of all necessary regulatory clearances and approval of PSS
World Medical’s shareholders; the possibility that expected
benefits may not materialize as expected; McKesson’s ability to
successfully implement integration strategies; as well as the
ability to ensure continued performance or market growth of PSS
World Medical’s products and services. These risks, uncertainties
and other factors, and the general risks associated with the
respective businesses of McKesson and PSS World Medical described
in the reports and other documents filed by each of them with the
Securities and Exchange Commission, could cause actual results to
differ materially from those referred to in the forward-looking
statements. All forward-looking statements are based on information
currently available to McKesson and PSS World Medical and are
qualified in their entirety by this cautionary statement. Except as
required by law, neither McKesson nor PSS World Medical assumes any
obligation to update any such forward-looking statements or other
statements included in this press release.
Additional Information and Where to Find
It
In connection with the proposed acquisition, PSS World Medical
plans to file a definitive proxy statement with the SEC. INVESTORS
AND SECURITY HOLDERS OF PSS WORLD MEDICAL ARE ADVISED TO READ THE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. The final
proxy statement will be mailed to shareholders of PSS World
Medical. Investors and security holders may obtain a free copy of
the proxy statement when it becomes available, and other documents
filed by PSS World Medical with the SEC, at the SEC’s web site at
http://www.sec.gov. In addition, you may also obtain McKesson’s
filings with the SEC, free of charge, from McKesson’s website
(www.mckesson.com) under the tab “Investors” through the “SEC
Filings” link and you may obtain PSS World Medical’s filings with
the SEC, free of charge, from PSS World Medical’s website
(www.pssworldmedical.com) under the tab “Investor Relations”
through the “SEC Filings” link.
Participants in the
Solicitation
McKesson, PSS World Medical and their respective directors,
executive officers and other members of their management and
employees may be deemed to be participants in the solicitation of
proxies from PSS World Medical’s shareholders in connection with
the proposed transaction. Information regarding McKesson’s
directors and executive officers is available in McKesson’s proxy
statement for its 2012 annual meeting of stockholders, which was
filed with the SEC on June 15, 2012. Information regarding PSS
World Medical’s directors and executive officers is available in
PSS World Medical’s proxy statement for its 2012 annual meeting of
shareholders, which was filed with the SEC on July 6, 2012.
Additional information regarding participants in the proxy
solicitations and a description of their direct and indirect
interests will be included in the proxy statement and the other
relevant documents filed with the SEC when it becomes
available.
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