08 Apr 2021

Celesio Mckesson Business Combination Agreement

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San Francisco – Stuttgart, Germany – McKesson Corporation [NYSE: MCK] (“McKesson”), North American leader in health services and information technology, And Celesio AG [ISIN DE000CLS1001] (“Celesio”), a large and large distribution company and supplier of logistics and logistics services for the pharmaceutical and healthcare sectors, announced today that McKesson has signed an agreement to acquire a majority stake in Celesio for 23 euros per share and to launch parallel voluntary public auctions for other publicly traded and in-conversion. De Celesio. The offer price of 23 euros per share corresponds to an increase of 39% compared to the average price weighted by volumes of three months before market speculations that began on October 8, 2013. The total transaction, including the resumption of Celesio`s outstanding debt, is valued at approximately $8.3 billion (6.1 billion euros). “The combination of McKesson and Celesio will create a global benchmark for health services that will enhance our customers` ability to deliver better and more effective health solutions,” said John H. Hammergren, President and CEO of McKesson Corporation. “The health sector is changing rapidly, characterized by convergence between segments and increasing globalization. With today`s announcement, we will bring together the strengths and expertise of each company to meet global health challenges. Transaction StructureIn the terms of a share purchase agreement between McKesson and Franz Haniel – Co. GmbH (“Haniel”), Celesio`s majority shareholder, McKesson has authorized the acquisition of Haniel`s interest in Celesio, which currently accounts for 50.01% of the company`s total outstanding shares.

The share purchase agreement was approved by McKesson`s Board of Directors and Haniel`s Supervisory Board. McKesson and Celesio will join together to form a global healthcare provider with experience in providing solutions for pharmacies, manufacturers and patients. The combined company will be one of the largest pharmaceutical distributors and suppliers of logistics and health services and is expected to improve supply chain efficiency and improve global supplies. It also states that its global distribution and logistics capabilities will bring new values and services to manufacturing partners and will offer a wide range of innovative business technologies and services. McKesson Corporation, currently ranked fifth in the FORTUNE 500, is a healthcare and information technology company dedicated to improving health care. On January 23, 2014, McKesson announced the purchase of Celesio (now McKesson Europe). Hammergren added: “We look forward to working with Celesio`s management team and our employees to provide our customers with a more efficient supply of healthcare products and services worldwide. Our customers – from community pharmacies to large hospital networks – will benefit from the increased size, supply chain know-how and purchasing opportunities of the combined business, as well as better access to innovative business technologies and services. About McKesson CorporationMcKesson Corporation, currently ranked 14th out of the FORTUNE 500, a healthcare provider and information technology company is dedicated to improving health care activity. McKesson works with cost providers, hospitals, medical practices, pharmacies, pharmaceutical companies and other health care providers to build healthier organizations to better care for patients in all areas. McKesson helps clients improve their financial, operational and clinical performance through solutions including pharmaceutical and medical-surgical care management, healthcare information technologies, and commercial and clinical services.

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