Linklaters is advising McKesson Corporation on the acquisition of Celesio AG. McKesson Corporation, one of the leading pharmaceutical wholesalers and service providers in the healthcare sector in North America, announced a corresponding intention today in San Francisco. To this end, the corporation has concluded a purchase agreement with Celesio’s majority shareholder, Franz Haniel & Cie. GmbH, for the acquisition of its 50.01 per cent shareholding in Celesio. The price is €23 per share. McKesson will make the remaining Celesio shareholders a public takeover offer for the acquisition of their shares, also at €23 per share.
In addition to the share purchase agreement, McKesson and Celesio have concluded a Business Combination Agreement. At the same time, McKesson will make the holders of both convertible bonds issued by Celesio with a total par value of €350 million each, an offer to purchase their bonds at a price corresponding to the value of the underlying shares implied by a €23 per share offer price, into which the bonds may be converted. The transaction thus has a total volume of €4.7 billion when Celesio’s financial liabilities of €6.1 billion are taken into account.
All parts of the transaction are subject to completion conditions, including acceptance by at least 75 per cent of Celesio’s shareholders, calculated on the basis of number of shares and with full conversion of the convertible bonds.
The merger of McKesson and Celesio will result in one of the world’s leading pharmaceutical wholesalers and providers of logistics and IT services in the healthcare sector, with worldwide turnover of over 150 billion US dollars and employing approximately 81,500 personnel.
Founded in 1833 and domiciled in San Francisco, McKesson Corporation is one of the leading companies for healthcare services and information technology. In 2012, the corporate group generated turnover of 122.7 billion US dollars.
Celesio AG, domiciled in Stuttgart, is a leading international wholesale and retail company and provider of logistics and services to the pharmaceutical and healthcare sectors. The group, which operates in 14 countries, has been part of the Haniel portfolio since 1972.
Linklaters is advising McKesson with an international team led by Peter Erbacher and Stephan F. Oppenhoff (both Corporate, Frankfurt). Other team member included Dr Sebastian Daub (Corporate, Frankfurt), Professor Dr Jens Blumenberg (Tax, Frankfurt), Dr Daniela Seeliger (Competition/Antitrust, Düsseldorf), Mike Bienenfeld (Corporate, London), Ulli Janssen (Corporate, Frankfurt), Thomas Bader (Employment, München), Dr Michael Ehret (Tax, Frankfurt), Daniel von Brevern (Competition/Antitrust, Düsseldorf), Dr Carolin Reese (Public Law, Berlin), Dr Michael Weiß (Corporate, Frankfurt), Dr Antje Heinen (Competition/Antitrust, Düsseldorf), Sabine Hamburger (Dispute Resolution, Frankfurt), Dr Mathias Bock, Ann-Catherine Hoffmann (beide Corporate, Frankfurt), Manon Brindöpke (Competition/Antitrust, Düsseldorf), Dr Björn Strehl (Banking, Frankfurt), Dr Ulrich Johann (Tax, Frankfurt), Christian Schubert, Katharina Eiberger (beide Corporate, Frankfurt), Frederike Finke (Competition/Antitrust, Düsseldorf), Julia Sack (Corporate, Berlin), Ferry Bühring (Public Law, Berlin), Marc Christ (Tax, Frankfurt), Dr Robert Mai (Capital Markets, Frankfurt), Guillaume Régnier, Sébastien Pontillo (beide Corporate, Paris), Amanda Rowell (IP, London), Juliet de Graaf (FRG, Amsterdam) and John Stone (Corporate, London).
