- German court clears registration of domination and profit and loss transfer agreement.
- Marks a key milestone in the acquisition, allowing McKesson and Celesio to operate as an integrated company.
- McKesson and Celesio will come together to create value and deliver benefits for key stakeholders of both companies, including customers, manufacturing partners and employees.
- McKesson continues to expect annual synergies of $275 - $325 million by the fourth year following registration of the domination and profit and loss transfer agreement.
San Francisco & Stuttgart, Germany -- December 2, 2014 -- McKesson Corporation [NYSE: MCK] (“McKesson”), a leading North American healthcare services and information technology company, announced that the Stuttgart Higher Regional Court approved the registration of the domination and profit and loss transfer agreement between Celesio AG [ISIN DE000CLS1001] (“Celesio”), a leading international wholesale and retail company and provider of logistics and services to the pharmaceutical and healthcare sectors, and McKesson Deutschland GmbH & Co. KGaA (formerly known as Dragonfly GmbH & Co. KGaA), a wholly owned subsidiary of McKesson, earlier today. The agreement is expected to be formally registered shortly. The registration of the domination profit and loss transfer agreement marks a key milestone in the acquisition of Celesio, first announced on October 24, 2013, allowing McKesson and Celesio to operate as an integrated company.
“Today’s announcement is an important milestone and clears the path for our companies to operate in an integrated way, creating a global leader in pharmaceutical purchasing and distribution. With the registration of the domination and profit and loss transfer agreement, we will bring together the strengths and expertise of our collective organizations to address the opportunities and needs facing our customers and business partners around the world,” said John H. Hammergren, chairman and chief executive officer, McKesson Corporation.
“As the needs of the healthcare industry continue to evolve, broader global reach, channel influence, and greater purchasing scale are increasingly important. With complementary geographic footprints, shared values, and industry expertise across multiple markets, we will now serve our customers as one of the largest pharmaceutical wholesalers and providers of logistics and healthcare services in the world. Together, we will continue to create value in the supply chain and value for our shareholders,” added Hammergren.
Combined Company
With collectively over 360 years of operating experience, the combined group is expected to have annual revenues in excess of $170 billion, approximately 85,000 employees worldwide, and operations in more than 20 countries.
“Today marks an important achievement in the history of our respective organizations. Upon registration, we will begin working together to provide the most advanced delivery of healthcare products and services to customers and partners around the world. Our customers will benefit from increased supply chain efficiency, enhanced global sourcing, and a broad array of innovative product, technology and business solutions,” said Paul C. Julian, executive vice president and group president, McKesson Corporation. “We remain committed to supporting Celesio and its business leaders as they implement their strategy for growth and we are delighted to achieve this important milestone which allows our organizations to more closely align in the areas where we can deliver further value for our customers and manufacturing partners.”
McKesson and Celesio serve approximately 120,000 pharmacy and hospital locations on a daily basis in the U.S., Canada, Europe and Brazil, including more than 12,000 pharmacies that are either owned or are part of a strategic banner or franchise network of community pharmacies.
Leadership Team
The operations of Celesio will be part of McKesson’s Distribution Solutions segment, led by Paul C. Julian, executive vice president and group president, McKesson Corporation. The operations of Celesio will continue to be led by its management board with Marc Owen as its chairman, overseen by the Celesio Supervisory Board. Upon registration of the domination and profit and loss transfer agreement, a newly formed Global Procurement team will lead the combined McKesson and Celesio strategy with our manufacturing partners across the globe.
“The corporate cultures of both McKesson and Celesio are based on integrity, accountability, respect, and excellence, with a commitment to always putting customers first,” said Marc Owen, Chairman of Celesio’s Management Board. “Both organizations have built strong customer relationships and have a deep understanding of their markets. Completing this important milestone enables us to align our organizations more closely in our common goal of creating additional value for our customers and manufacturing partners. And our employees will benefit from being part of an even stronger international company with tremendous leadership and growth opportunities.”
Financial Expectations
- By the fourth year following the registration of the domination profit and loss transfer agreement, McKesson expects to realize annual synergies between $275 million and $325 million.
- McKesson currently owns approximately 76% of the outstanding shares of Celesio.
- McKesson will continue to consolidate the financial results of Celesio.
About McKesson Corporation
McKesson Corporation, currently ranked 15th on the FORTUNE 500, is a healthcare services and information technology company dedicated to making the business of healthcare run better. McKesson partners with payers, hospitals, physician offices, pharmacies, pharmaceutical companies and others across the spectrum of care to build healthier organizations that deliver better care to patients in every setting. McKesson helps its customers improve their financial, operational, and clinical performance with solutions that include pharmaceutical and medical-surgical supply management, healthcare information technology, and business and clinical services. For more information, visit www.McKesson.com.
About Celesio Group
Celesio is a leading international wholesale and retail company and provider of logistics and services to the pharmaceutical and healthcare sectors. The proactive and preventive approach ensures that patients receive the products and support that they require for optimum care.
With some 39,000 employees, Celesio operates in 14 countries around the world. Every day, the group serves over 2 million customers – at 2,200 pharmacies of its own and 4,300 participants in brand partnership schemes. With 133 wholesale branches, Celesio supplies 65,000 pharmacies and hospitals every day with up to 130,000 pharmaceutical products. The services benefit a patient pool of about 15 million per day.
Forward-looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, that are subject to risks and uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements do not represent facts and may be characterized by words such as “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions, or current expectations of McKesson, and Celesio with respect to possible future events, e.g., regarding annual synergies or future financial results of McKesson or Celesio. Such forward-looking statements are based on current plans, estimates and forecasts which McKesson and Celesio have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and generally cannot be influenced by McKesson or Celesio. The forward-looking statements contained in this press release could turn out to be incorrect and/or future events and developments could considerably deviate from the forward-looking statements contained in this press release. Subject to compliance with applicable law and regulations, neither McKesson nor McKesson Deutschland GmbH & Co. KGaA intend to update these forward-looking statements or to undertake any obligation to do so.