McKesson agrees to acquire majority stake in Celesio

Oct 24 2013

McKesson Corporation [NYSE: MCK] ("McKesson"), a leading North American healthcare services and information technology company, and Celesio AG [ISIN DE000CLS1001] ("Celesio"), a leading international wholesale and retail company and provider of logistics and services to the pharmaceutical and healthcare sectors, announced today that McKesson has signed an agreement to acquire a majority stake in Celesio for €23 per share and to launch parallel voluntary public tender offers for the remaining publicly-traded shares and outstanding convertible bonds of Celesio. The offer price of €23 per share represents a 39% premium over the three-month volume weighted average price prior to the market speculation that began on October 8, 2013. The total transaction, including the assumption of Celesio's outstanding debt, is valued at approximately $8.3 billion(€6.1 billion)*.

McKesson and Celesio will combine to form a global leader in healthcare services with deep expertise in delivering solutions to pharmacies, manufacturers, patients and other customers. The transaction brings together the strength of two leaders with complementary geographic footprints, shared values and a heritage of trusted healthcare services - through pharmaceutical wholesaling, community pharmacy care and information technology - dating back approximately 180 years.

The combined company will be one of the largest pharmaceutical wholesalers and providers of logistics and services in the healthcare sector worldwide and expects to deliver:

• Exceptional value to customers through increased supply chain efficiency and enhanced global sourcing;
• Global distribution and logistics capabilities that bring new value and services to manufacturing partners;
• A broad array of innovative technology and business services; and
• Operating best practices across an extensive distribution network on three continents.

For more information on the transaction, visit www.GlobalHealthcareLeader.com.

"The combination of McKesson and Celesio will create a leading global healthcare services platform that will advance our customers' ability to deliver better, more efficient healthcare solutions," said John H. Hammergren, chairman and chief executive officer, McKesson Corporation. "The healthcare industry is evolving rapidly, marked by convergence between segments and increased globalization. With today's announcement, we will bring together the strengths and expertise of each company to address global healthcare challenges."

Mr. Hammergren added: "We are looking forward to working with Celesio's management team and employees to provide our customers with more efficient delivery of healthcare products and services around the world. Our customers - from community pharmacies to major hospital networks - will benefit from the increased scale, supply chain expertise and sourcing capabilities of the combined company, together with enhanced access to innovative technology and business services."

After completion of the transaction, McKesson and Celesio expect to maintain their own brands and continue to support customers through existing channels.

"The agreements announced today with McKesson represent an exciting new chapter for Celesio," said Marion Helmes, speaker of the Celesio AG management board and chief financial officer. "This transaction is about growth, it positions our operations for success and brings benefits for all Celesio stakeholders. This combination allows two market leaders with complementary geographic footprints to work together in an increasingly global market segment."

Ms. Helmes added: "Both companies have a long history of leadership in the pharmaceutical wholesale and retail pharmacy industries, and our mission and values are very similar to McKesson's. We believe that our employees, all of whom are passionate about the important role they play in the delivery of quality healthcare services, will benefit from being part of an even stronger international group."

The operations of Celesio will be part of McKesson's Distribution Solutions segment, headed by Paul C. Julian, executive vice president and group president, who commented: "We are looking forward to welcoming the management team and employees of Celesio. McKesson and Celesio share a culture of respect for our customers and for the employees who serve them every day. The business leaders in McKesson and Celesio have built relationships with customers over many years and have a deep understanding of their own unique markets. We look forward to supporting Celesio and their business leaders as they implement their currently planned strategy for growth, and ultimately aligning our organizations more closely in the areas where we can deliver further value for our customers and manufacturing partners."

The combined group is expected to have annual revenues in excess of $150 billion(€111 billion)*, approximately 81,500 employees worldwide and operations in more than 20 countries. McKesson and Celesio deliver to approximately 120,000 pharmacy and hospital locations on a daily basis in the U.S., Canada, Europe and Brazil, including more than 11,000 pharmacies that are either owned or are part of a strategic banner or franchise network of community pharmacies.

Transaction structure

Under the terms of a share purchase agreement between McKesson and Franz Haniel & Cie. GmbH ("Haniel"), the majority shareholder in Celesio, McKesson has agreed to acquire Haniel's stake in Celesio, currently representing 50.01% of the total outstanding shares of the company. The share purchase agreement has been approved by McKesson's Board of Directors and Haniel's Supervisory Board.

McKesson has also entered into a business combination agreement with Celesio which outlines the key parameters that will facilitate the combination of both companies and has been approved by McKesson's Board of Directors and Celesio's Supervisory Board. The Management Board and the Supervisory Board of Celesio welcome the takeover offer and the members of the Management Board intend to accept the takeover offer for any Celesio shares held by them.

McKesson will launch parallel tender offers for Celesio's publicly-traded shares at €23 per share and its 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). McKesson expects the tender offers to commence during McKesson's fiscal third quarter of 2014, ending December 31, 2013, and conclude in McKesson's fiscal fourth quarter of 2014, but no earlier than January 17, 2014.

The share purchase from Haniel and the tender offers are subject to certain closing conditions, including regulatory approvals and the acquisition by McKesson of a minimum of 75% of the shares of Celesio on a fully diluted basis.

Upon the successful completion of the tender offers, McKesson will consolidate the financial results of Celesio, and McKesson's earnings will reflect its proportionate share of Celesio's earnings. McKesson expects to complete the tender offers in its fiscal fourth quarter of 2014, ending March 31, 2014, and expects to complete the required steps to obtain operational control of Celesio during McKesson's fiscal 2015.

Financial details

By the fourth year following the completion of the required steps to obtain operational control of Celesio, McKesson expects to realize annual synergies between $275 million and $325 million.

McKesson expects to fund a portion of the transaction with cash and has put a bridge financing facility in place to fund the balance of the transaction. The permanent financing structure will be determined by the timing and the number of Celesio shares and convertible bonds tendered in the tender offers. McKesson is committed to maintaining its status as an investment grade rated company in the final permanent financing structure.

McKesson expects the transaction to be $1.00 to $1.20 accretive to adjusted earnings per share in the first twelve months following the successful completion of the tender offers. The estimated range of accretion assumes McKesson achieves 100% ownership of the shares of Celesio at the conclusion of the tender offers. The final range of accretion will be dependent on the actual result of the tender offers, the permanent financing structure, and the estimated operating results of the business.