Summary
McKesson Corporation (MCK) filed an 8-K on January 15, 2014, detailing amendments to its Share Purchase Agreement (SPA) with Franz Haniel & Cie. GmbH (Haniel) concerning the acquisition of Celesio AG. The most significant event reported is the amendment on January 9, 2014, which increased the offer price per Celesio share from €23.00 to €23.50 and included a waiver from Haniel regarding future price increase participation. Additionally, the filing disclosed that McKesson's voluntary public tender offers for Celesio's shares and convertible bonds, which expired on January 9, 2014, ultimately failed to meet their minimum acceptance conditions. The company also announced on January 13, 2014, that the tender offers had not met the necessary thresholds for completion. This outcome suggests that McKesson's intended acquisition of Celesio, at least under the terms and conditions previously outlined, has been unsuccessful. Investors should note the impact of this failed acquisition on McKesson's strategic growth plans and potential future capital allocation.
Key Highlights
- 1McKesson Corporation amended its Share Purchase Agreement (SPA) for the acquisition of Celesio AG.
- 2The offer price per Celesio AG share was increased from €23.00 to €23.50 via the Second Amendment dated January 9, 2014.
- 3Franz Haniel & Cie. GmbH waived its right to participate in any further price increases for Celesio shares.
- 4McKesson launched voluntary public tender offers for Celesio's shares and convertible bonds on December 5, 2013.
- 5The tender offers, which expired on January 9, 2014, were increased to reflect the €23.50 per share offer price.
- 6McKesson announced on January 13, 2014, that the tender offers failed to meet their minimum acceptance conditions.
- 7The filing incorporates by reference a press release dated January 13, 2014, detailing the failed tender offers.