8-KMaterial AgreementsExhibits & Filings

MCKESSON CORP 8-K Report, Material Agreement (Nov 7, 2006)

Filed November 7, 2006For Securities:MCK

Summary

McKesson Corporation (MCK) has announced its entry into a material definitive agreement to acquire Per-Se Technologies, Inc. (Per-Se) through a merger. The transaction is structured as a cash acquisition where McKesson's wholly-owned subsidiary, Packet Merger Sub Inc., will merge with Per-Se. Per-Se will survive as a wholly-owned subsidiary of McKesson. Investors should note that the acquisition price is set at $28.00 per share in cash for all outstanding common stock of Per-Se. The deal is subject to customary closing conditions, including the approval of Per-Se's stockholders and regulatory approval under the Hart-Scott-Rodino Antitrust Improvements Act. The involvement of ValueAct Capital, a significant Per-Se shareholder representing approximately 15.5% of the outstanding shares, through a voting agreement to support the merger, provides a degree of certainty for the transaction's approval by Per-Se shareholders.

Key Highlights

  • 1McKesson Corporation to acquire Per-Se Technologies, Inc. in a cash merger.
  • 2Acquisition price is $28.00 per share in cash for Per-Se common stock.
  • 3The transaction is subject to Per-Se stockholder approval and antitrust review (Hart-Scott-Rodino Act).
  • 4ValueAct Capital, holding 15.5% of Per-Se shares, has agreed to vote in favor of the merger.
  • 5Per-Se will become a wholly-owned subsidiary of McKesson upon completion of the merger.
  • 6The filing is also designated as soliciting material under Rule 14a-12, indicating it may contain communications related to a shareholder meeting or vote.

Frequently Asked Questions

This 8-K filing announces McKesson Corporation's entry into a material definitive agreement to acquire Per-Se Technologies, Inc. It details the terms of the merger agreement and related voting agreement.

McKesson is acquiring Per-Se Technologies for $28.00 in cash per share of Per-Se common stock.

The consummation of the merger is subject to customary conditions, including the adoption of the merger agreement by Per-Se's stockholders and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

Yes, ValueAct Capital, which holds approximately 15.5% of Per-Se's outstanding common stock, has entered into a voting agreement with McKesson to vote their shares in favor of the merger, indicating significant shareholder support.