Stuttgart, 13 January 2014

  • Minimum acceptance rate of 75% not reached, despite increased offer
  • Management Board and Supervisory Board regret that the strategically sound business combination has not gone ahead
  • Celesio will remain competitive in every respect as an independent company
  • Expansion of pharmacy network, central purchasing activities and optimisation of the supply chain will continue
  • Haniel retains its 50.01% stake in Celesio
Celesio AG ("Celesio"), a leading international wholesaler and retailer of pharmaceutical products and provider of logistics and other services for the pharmaceuticals and healthcare sector, is to remain an independent company. The McKesson Corporation ("McKesson") has not reached the set minimum acceptance rate of 75%. The combination of McKesson and Celesio will therefore not go ahead, despite McKesson having increased its offer by EUR 0.50 to EUR 23.50 per Celesio share on 9 January 2014. McKesson stipulated in its takeover offer, published in December 2013, that this minimum quota must be reached for the transaction to take place. The acceptance period for the takeover offer ended at 24:00 hours CET on 9 January 2014. This means Haniel, the Duisburg-based family-owned company, will remain the largest Celesio shareholder with a stake of 50.01% of the Celesio shares. Press release (PDF, 88 KB)

"We regret that this strategically sound transaction has not gone ahead. A combination of Celesio and McKesson would have created a globally leading provider of healthcare services and would have brought benefits for pharmacies, manufacturers, patients and other customers as well as our employees," said Dr. Marion Helmes, Speaker of the Management Board and CFO of Celesio. "Independently of these plans we have been reorienting our business over recent years and have a strong and competitive position as an independent company. We have a successful strategy of expanding the pharmacy network and central purchasing activities and of optimising the supply chain, so we will continue consistently along this path."

Stephan Gemkow, Chairman of the Supervisory Board of Celesio, added: "McKesson would have been a very good partner for the ongoing strategic development of Celesio. Thus, it is a pity that the takeover bid has failed for the time being. Nonetheless, it is not the end of the world for Celesio AG, which is strategically very well positioned."

In their Joint Reasoned Statement of 11 December 2013, the Management Board and Supervisory Board of Celesio recommended that shareholders accept the McKesson takeover offer. This recommendation was formed after thoroughly examining other options.

On 5 December 2013 Dragonfly GmbH & Co. KGaA, a fully owned subsidiary of McKesson, made a public takeover offer for all Celesio shares available on the stock market, offering EUR 23.00 per Celesio share. On 9 January 2014, McKesson raised the offer to EUR 23.50 per Celesio share. This price represents a premium of 42% on the three-month volume-weighted average price (VWAP) before the first concrete takeover speculation on 8 October 2013. At the same time, McKesson submitted purchase offers for the convertible bonds issued by Celesio.

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