McKesson Corporation (NYSE:MCK), a leading North American healthcare
services and information technology company, announced today that it was
unsuccessful in reaching the 75% completion condition in its offer for
the outstanding shares and convertible bonds of Celesio.
"While we are disappointed that we were not successful in completing our
offers for Celesio, we have a track record of great performance, a
strong balance sheet and demonstrated leadership and scale across our
markets," said John H. Hammergren, chairman and chief executive officer,
McKesson Corporation. "We are well positioned and will continue to
explore and evaluate opportunities to further strengthen our businesses
through our disciplined approach to capital allocation."
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 offers will be subject to the full terms and conditions set out
in the offer documents and, if applicable, the amendments.
This press release is for information purposes only and does not
constitute an invitation to make an offer to sell Celesio shares or
bonds. This announcement does not constitute an offer to purchase
Celesio shares or bonds 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 and, if applicable, the amendment published by Dragonfly GmbH &
Co. KG ("b>Dragonfly"), a wholly owned subsidiary of
McKesson Corporation ("McKesson"), on 5 December 2013 and 9
January 2014 and are exclusively subject to such offer document's and
amendment's terms and conditions. The terms and conditions contained in
such offer document or amendment may differ from the general information
described in this press release.
Investors, shareholders of Celesio and holders of Convertible Bonds are
strongly advised to read the relevant documents regarding the Takeover
Offer and the Tender Offers because they contain important information.
Investors, shareholders of Celesio and holders of Convertible Bonds 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).
Shareholders of Celesio and holders of Convertible Bonds are strongly
recommended to seek independent advice, where appropriate, 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, 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 ("WpÜG Offer Regulation"), and
certain applicable provisions of the securities law 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 Federal
Republic of Germany and certain applicable provisions of securities law
of the United States. Thus, no other announcements, registrations,
admissions or approvals of the Offers outside the Federal Republic of
Germany have not been and will not be filed, arranged for or granted.
The shareholders of Celesio and holders of Convertible Bonds cannot rely
on having recourse to provisions for the protection of investors in any
jurisdiction other than such provisions of the Federal Republic of
Germany. Any contract that will be concluded on the basis of the Offers
will be exclusively governed by the laws of the Federal Republic 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 the Federal Republic of 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 the
Federal Republic of Germany, the United States and Canada to any
jurisdiction with legal provisions other than those of the Federal
Republic of Germany, the United States and Canada.
The publication, sending, distribution or dissemination of this press
release in certain jurisdictions other than the Federal Republic of
Germany, the United States and Canada may be governed by laws of
jurisdictions other than the Federal Republic of 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 the Federal Republic of 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.
If you are a resident of the United States, please read the following:
The Offers 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 are 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 Offers, 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 outside the Offers also 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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