Filed by McKesson Corporation
pursuant to Rule 425 under the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 13e-4(c)
under the Securities Exchange Act of 1934, as amended
Subject Company: McKesson Corporation
Commission File No.: 001-13252
The following is a posting prepared by McKesson Corporation for its internal employee website, McKNet, dated February 10, 2020.
McKNet Article
McKesson Launches
Exchange Offer
to Split-Off Our Interest in Change Healthcare
Learn more about the process and what it means if you own McKesson stock.
Today, McKesson announced that it has commenced an exchange offer, which is the next step in our exit from our investment in Change Healthcare.
In the exchange offer, McKesson stockholders will have the opportunity to exchange shares of McKesson common stock for shares of a McKesson owned-subsidiary,
which will convert into shares of Change Healthcare Inc.s common stock upon the completion of the exchange offer.
Why is this important for
McKesson?
Almost three years ago, we announced that McKesson and Change Healthcare Inc. (Nasdaq: CHNG) were joining together to create a new
healthcare information technology company named Change Healthcare that combined McKessons legacy technology businesses with a subsidiary of the Nashville-based Change Healthcare Inc.
The split-off is an important milestone for McKesson. It simplifies our organization and allows us to focus on our
Team McKesson strategy and our core growth initiatives. From an investor perspective, it also reduces the number of outstanding McKesson shares, which delivers value to our stockholders.
How does the exchange offer work?
McKesson stockholders
will have 20 business days to decide if they want to exchange some or all of their McKesson shares for shares of a McKesson-owned subsidiary, known as PF2 SpinCo, Inc. (SpinCo), at the applicable exchange ratio. SpinCo will hold all of
McKessons stake in Change Healthcare prior to the completion of the exchange offer.
After the exchange offer ends, SpinCo will merge with and into
Change Healthcare Inc. In the merger, each share of SpinCo common stock will be converted into one share of Change Healthcare Inc. common stock, and Change Healthcare will become a wholly-owned subsidiary of Change Healthcare Inc.
I own McKesson stock what does this mean for me?
If you hold McKesson shares, you will have the opportunity to exchange them for SpinCo common stock at an exchange ratio that represents a discount to the per-share value of Change Healthcare Inc.s common stock (subject to an upper limit). You are not required to participate in the exchange offer. As with any investment opportunity, you should speak with your
financial advisor to decide if it is right for you.