8-KRegulation FD

MCKESSON CORP 8-K Report, Regulation FD Disclosure (Dec 22, 2010)

Filed December 22, 2010For Securities:MCK

Summary

McKesson Corporation (MCK) filed an 8-K on December 22, 2010, primarily to disclose developments regarding its proposed acquisition of US Oncology Holdings, Inc. While the company received early termination of the waiting period from the Department of Justice and Federal Trade Commission under the Hart-Scott-Rodino Act, a significant hurdle emerged. The Supreme Court of the State of New York issued an interim order, enjoining McKesson from closing the acquisition pending an evidentiary hearing scheduled for January 10, 2011. The plaintiffs in the related lawsuit allege a breach of an agreement with McKesson and are seeking an injunction and damages. McKesson believes the interim order was erroneously granted and intends to appeal immediately to facilitate the prompt closing of the acquisition. This legal challenge introduces uncertainty and a potential delay to the transaction, which investors should monitor closely.

Key Highlights

  • 1Antitrust approval (early termination) received from DOJ and FTC for the US Oncology acquisition.
  • 2A Supreme Court of the State of New York interim order has temporarily blocked the acquisition of US Oncology.
  • 3The injunction is pending an evidentiary hearing scheduled for January 10, 2011.
  • 4Lawsuit alleges breach of agreement between plaintiffs and McKesson related to the acquisition.
  • 5McKesson believes the interim order was granted in error and intends to appeal.
  • 6The company aims to close the acquisition as soon as possible, indicating continued commitment.

Frequently Asked Questions

This 8-K filing is primarily to update investors on the status of McKesson's proposed acquisition of US Oncology Holdings, Inc., specifically addressing recent antitrust clearance and a court-issued injunction.

While McKesson received early termination of the waiting period under antitrust laws from the Department of Justice and the Federal Trade Commission, a New York State Supreme Court has issued an interim order temporarily preventing the acquisition from closing. This order is pending further legal proceedings.

The lawsuit alleges that McKesson's proposed acquisition of US Oncology breaches an agreement between the plaintiffs and McKesson. The plaintiffs are seeking an injunction to stop the acquisition and unspecified damages.

McKesson Corporation believes the interim order was granted in error and intends to appeal the decision immediately. The company is focused on resolving this legal issue to allow the acquisition to close as soon as possible.