Summary
McKesson Corporation (MCK) has filed an 8-K report detailing significant agreements related to the acquisition of a majority stake in Celesio AG. On January 23, 2014, McKesson, through its subsidiary McKesson AcquiCo, entered into agreements to acquire approximately 75.99% of Celesio shares from Franz Haniel & Cie. GmbH for €23.50 per share, and to purchase convertible bonds from Elliott Group. The total value of these initial transactions is approximately €3.7 billion (about $5.1 billion). To finance this acquisition, McKesson secured a $5.5 billion 364-day unsecured Senior Bridge Term Loan. This report signals McKesson's intent to expand its European presence and consolidate its position in the pharmaceutical distribution sector.
Key Highlights
- 1McKesson is acquiring a controlling stake (approx. 75.99%) in Celesio AG from Franz Haniel & Cie. GmbH for €23.50 per share.
- 2Agreements were also made to acquire convertible bonds from Elliott Group, further solidifying McKesson's control.
- 3The total initial transaction value is approximately €3.7 billion, with an estimated USD equivalent of $5.1 billion.
- 4McKesson has secured a $5.5 billion 364-day Senior Bridge Term Loan to finance the acquisition and related costs.
- 5Following these agreements, McKesson AcquiCo launched a voluntary public tender offer for the remaining Celesio shares.
- 6The acquisition is expected to be completed around February 6, 2014, leading to McKesson owning over 75% of Celesio on a fully diluted basis.
- 7The company anticipates refinancing the bridge loan with longer-term financing before its term expires.
Frequently Asked Questions
This 8-K filing announces McKesson Corporation's entry into material definitive agreements to acquire a significant stake in Celesio AG, along with the financing arrangements for this acquisition.
McKesson is acquiring approximately 75.99% of Celesio shares from Franz Haniel & Cie. GmbH at €23.50 per share. The total value of the initial share and bond purchase agreements is approximately €3.7 billion (or $5.1 billion).
McKesson has entered into a $5.5 billion 364-day unsecured Senior Bridge Term Loan Agreement to fund the acquisition consideration, additional share/bond purchases, and transaction costs. The company expects to secure permanent, longer-term financing before the bridge loan matures.
Following the agreements with Haniel and Elliott Group, McKesson AcquiCo launched a voluntary public tender offer for the remaining publicly traded shares of Celesio, aiming to increase its ownership further.