8-KMaterial AgreementsFinancial EventsRegulation FD+1

MCKESSON CORP 8-K Report, Material Agreement (Jan 29, 2014)

Filed January 29, 2014For Securities:MCK

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.

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