On March 5, 2020, McKesson Corporation (the Company) announced the final exchange ratio of 11.4086 in connection with its previously announced
offer to exchange (the Exchange Offer) McKesson common stock, par value $0.01 per share (the McKesson Common Stock), for outstanding shares of PF2 SpinCo, Inc. (SpinCo) common stock, par value $0.001 per share
(the SpinCo Common Stock). The Exchange Offer to split-off SpinCo is part of the Companys previously announced separation of its interest in Change Healthcare LLC (Change
Healthcare).
Based on the final exchange ratio, for each share of McKesson Common Stock that is validly tendered and accepted for exchange, the
Company will deliver approximately 11.4086 shares of SpinCo Common Stock, which will be immediately converted into an equal number of shares (subject to receipt of cash in lieu of fractional shares) of Change Healthcare Inc.s common stock, par
value $0.001 per share, upon completion of the previously announced merger of SpinCo with and into Change Healthcare Inc. (the Merger) immediately upon consummation of the Exchange Offer. The Exchange Offer and the Merger are subject to
customary closing conditions.
Based on the final exchange ratio, the Company will accept 15,426,537 shares of McKesson Common Stock for exchange if the
Exchange Offer is fully subscribed, based on the final exchange ratio. The Exchange Offer will be subject to proration if it is oversubscribed, and the number of shares accepted in the Exchange Offer may be fewer than the number of shares tendered.
The Exchange Offer is scheduled to expire at 11:59 p.m., New York City time, on March 9, 2020, unless it is extended or terminated.
On March 5, 2020, the Company issued a press release announcing the final exchange ratio for the Exchange Offer, a copy of which is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
This communication contains certain statements about McKesson, SpinCo, Change Healthcare and Change that are forward-looking statements
within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. These matters involve risks and uncertainties as discussed in the
registration statement on Form S-4 and S-1 filed by SpinCo in connection with the Transactions (as defined below) with the U.S. Securities and Exchange Commission (the
SEC) (File No. 333-236236) and the registration statement on Form S-4 filed by Change in connection with the Transactions with the SEC (File No. 333-236234), as well as in McKessons and Changes respective periodic reports on Form 10-K and Form 10-Q and
current reports on Form 8-K, filed from time to time with the SEC. The forward-looking statements contained in this communication may include statements about the expected effects on McKesson, SpinCo and
Change of the separation of SpinCo from McKesson and the merger of SpinCo with and into Change (collectively, the Transactions); the anticipated benefits of the Transactions and McKessons, SpinCos, Change Healthcares
and Changes anticipated financial results; and also include all other statements in this press communication that are not historical facts. Without limitation, any statements preceded or followed by or that include the words
targets, plans, believes, expects, intends, will, likely, may, anticipates, estimates, projects, should,
would, could, positioned, strategy, future, or words, phrases, or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the
current expectations of the management of McKesson, SpinCo and Change (as the case may be) and are subject to uncertainty and to changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from
those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include, but are not limited to: changes in the
healthcare industry and regulatory environment; fluctuations in foreign currency exchange rates; material adverse resolution of pending legal proceedings, including those related to the distribution of controlled substances; cyberattack, natural
disaster, or malfunction of sophisticated internal computer systems to perform as designed; the potential inadequacy of insurance to cover property loss or liability claims; the satisfaction of the conditions to the Transactions, and other risks
related to the completion of the Transactions and actions related thereto; McKessons and Changes ability to complete the Transactions on the anticipated terms and schedule; the anticipated tax treatment of the Transactions; the expansion
and growth of Changes operations; ongoing risks related to the price or trading volume of McKessons and Changes common stock; failure to pay dividends to holders of McKessons or Changes common stock; impairment charges
for goodwill; and the risk that disruptions from the Transactions will harm McKessons, SpinCos, Change Healthcares or Changes businesses. However, it is not possible to predict or identify all such factors. Consequently,
while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the
realization of forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and none of McKesson, SpinCo, Change Healthcare or Change undertakes any obligation to update publicly such statements to reflect
subsequent events or circumstances.