McKesson and Celesio announced that McKesson signed an agreement to acquire a majority stake in Celesio for €23 per share and to launch parallel voluntary public tender offers for the remaining publicly-traded shares and outstanding convertible bonds of Celesio.
The offer price of €23 per share represents a 39% premium over the three-month volume weighted average price prior to the market speculation that began on October 8, 2013.
The total transaction, including the assumption of Celesio's outstanding debt, is valued at approximately $8.3bn(€6.1bn).
McKesson and Celesio will combine to form a global leader in healthcare services with deep expertise in delivering solutions to pharmacies, manufacturers, patients and other customers.
The transaction brings together the strength of two leaders with complementary geographic footprints, shared values and a heritage of trusted healthcare services - through pharmaceutical wholesaling, community pharmacy care and information technology - dating back approximately 180 years.
The combined company will be one of the largest pharmaceutical wholesalers and providers of logistics and services in the healthcare sector worldwide and expects to deliver:
Exceptional value to customers through increased supply chain efficiency and enhanced global sourcing;
Global distribution and logistics capabilities that bring new value and services to manufacturing partners;
A broad array of innovative technology and business services; and
Operating best practices across an extensive distribution network on three continents.
McKesson chairman and CEO John H Hammergren said that the combination of McKesson and Celesio will create a leading global healthcare services platform that will advance company's customers' ability to deliver better, more efficient healthcare solutions.
"The healthcare industry is evolving rapidly, marked by convergence between segments and increased globalization. With today's announcement, the company will bring together the strengths and expertise of each company to address global healthcare challenges.
"The company is looking forward to working with Celesio's management team and employees to provide our customers with more efficient delivery of healthcare products and services around the world.
"The companies customers - from community pharmacies to major hospital networks - will benefit from the increased scale, supply chain expertise and sourcing capabilities of the combined company, together with enhanced access to innovative technology and business services," Hammergren added.
After completion of the transaction, McKesson and Celesio expect to maintain their own brands and continue to support customers through existing channels.
Celesio speaker of management board and CFO Marion Helmes said that the agreements announced today with McKesson represent an exciting new chapter for Celesio.
"This transaction is about growth, it positions our operations for success and brings benefits for all Celesio stakeholders.
"This combination allows two market leaders with complementary geographic footprints to work together in an increasingly global market segment.
"Both companies have a long history of leadership in the pharmaceutical wholesale and retail pharmacy industries, and the companies mission and values are very similar to McKesson's.
"The company believe that its employees, all of whom are passionate about the important role they play in the delivery of quality healthcare services, will benefit from being part of an even stronger international group," Helmes adeed.
The operations of Celesio will be part of McKesson's Distribution Solutions segment, headed by Paul C. Julian, executive vice president and group president.
Celesio executive vice president and group president Paul C. Julian said that the company is looking forward to welcoming the management team and employees of Celesio.
"McKesson and Celesio share a culture of respect for our customers and for the employees who serve them every day.
"The business leaders in McKesson and Celesio have built relationships with customers over many years and have a deep understanding of their own unique markets."
"The company looks forward to supporting Celesio and their business leaders as they implement their currently planned strategy for growth, and ultimately aligning our organizations more closely in the areas where we can deliver further value for our customers and manufacturing partners," Julian added.
The combined group is expected to have annual revenues in excess of $150bn(€111bn), approximately 81,500 employees worldwide and operations in more than 20 countries.
McKesson and Celesio deliver to approximately 120,000 pharmacy and hospital locations on a daily basis in the US, Canada, Europe and Brazil, including more than 11,000 pharmacies that are either owned or are part of a strategic banner or franchise network of community pharmacies.
