McKesson To Acquire Entire Stake Of Celesio For EUR 23.50/shr

(RTTNews) - McKesson Corp. (MCK) announced that it has reached an agreement with Franz Haniel & Cie. GmbH to acquire their entire holding of Celesio shares for EUR 23.50 per share.

In a separate and subsequent agreement, McKesson also announced the acquisition of Celesio convertible bonds from Elliott. These agreements are not subject to any closing conditions and the transactions are expected to close within 10 business days.

McKesson said after the close of the agreements with Haniel and Elliott, it will exceed 75% ownership of Celesio shares on a fully diluted basis.

McKesson and its wholly-owned indirect subsidiary Dragonfly GmbH & Co KgaA have informed Celesio of their intention to enter into a domination and profit and loss transfer agreement, with Dragonfly as the dominating party and Celesio as the dominated party, pursuant to Sections 291 et seq. of the German Stock Corporation Act. McKesson and Dragonfly expect to implement such a domination and profit and loss transfer agreement following the close of the transactions without any further regulatory approval.

McKesson stated that it expects to fund a portion of the transaction with cash and has a bridge financing facility in place to fund the balance of the transaction, with permanent financing to be put in place following the close of the transactions.

McKesson expects the transaction to be $1.00 to $1.20 accretive to adjusted earnings per share on a fully diluted basis in the first twelve months following the close of the transactions, assuming 100% ownership in the outstanding common shares of Celesio.

Also, McKesson intends to launch a voluntary tender offer to the remaining minority holders of Celesio common shares. The offer is expected to commence shortly after the close of the transactions.