McKesson Corporation (NYSE:MCK) today announced the final
exchange ratio of 11.4086-for-one in connection with its previously
announced offer to its stockholders to exchange their shares of
McKesson common stock for shares of PF2 SpinCo, Inc. (“SpinCo”)
common stock. The exchange offer to split-off SpinCo, which holds
McKesson’s interest in Change Healthcare LLC (“Change Healthcare”),
is part of McKesson’s agreement with Change Healthcare Inc.
(NASDAQ:CHNG) (“Change”) to merge SpinCo with and into Change.
McKesson also announced that the upper limit on the number of
SpinCo shares that can be received for each share of McKesson
Common Stock tendered has been reached.
For each share of McKesson common stock that is validly tendered
and accepted for exchange McKesson will deliver approximately
11.4086 shares of SpinCo common stock, which will be immediately
converted into an equal number of shares of Change common stock
upon completion of the proposed merger (subject to receipt of cash
in lieu of fractional shares). The exchange offer and merger are
generally expected to be tax-free to participating McKesson
stockholders for U.S. federal income tax purposes except to the
extent of any cash received in lieu of fractional shares of Change
common stock. The transaction is subject to customary closing
conditions.
McKesson will accept 15,426,537 shares of its common stock for
exchange if the exchange offer is fully subscribed, based on the
final exchange ratio. The exchange offer will be subject to
proration if it is oversubscribed, and the number of shares
accepted in the exchange offer may be fewer than the number of
shares tendered.
The exchange offer is scheduled to expire at 11:59 p.m., New
York City time, on March 9, 2020, unless it is extended or
terminated. Holders of McKesson common stock may withdraw their
tendered shares at any time before the expiration date of the
exchange offer.
In connection with the transactions, Goldman Sachs & Co. LLC
is acting as financial advisor and Davis Polk & Wardwell LLP is
acting as legal advisor to McKesson.
For more information about the exchange offer, please visit
www.dfking.com/McKesson or contact the information agent, D.F. King
& Co., at 1-866-304-5477 (toll-free in the United States) or
1-212-269-5550 (outside of the United States), or by email at
MCK@dfking.com.
Forward-Looking Statements
This press release contains certain statements about McKesson,
SpinCo, Change Healthcare and Change that are “forward-looking
statements” within the meaning of Section 27A of the United States
Securities Act of 1933, as amended, and Section 21E of the United
States Securities Exchange Act of 1934, as amended. These matters
involve risks and uncertainties as discussed in the registration
statement on Form S-4 and S-1 filed by SpinCo in connection with
the Transactions (as defined below) with the U.S. Securities and
Exchange Commission (the “SEC”) (File No. 333-236236) and the
registration statement on Form S-4 filed by Change in connection
with the Transactions with the SEC (File No. 333-236234), as well
as in McKesson’s and Change’s respective periodic reports on Form
10-K and Form 10-Q and current reports on Form 8-K, filed from time
to time with the SEC. The forward-looking statements contained in
this release may include statements about the expected effects on
McKesson, SpinCo and Change of the separation of SpinCo from
McKesson and the merger of SpinCo with and into Change
(collectively, the “Transactions”); the anticipated benefits of the
Transactions and McKesson’s, SpinCo’s, Change Healthcare’s and
Change’s anticipated financial results; and also include all other
statements in this press release that are not historical facts.
Without limitation, any statements preceded or followed by or that
include the words “targets,” “plans,” “believes,” “expects,”
“intends,” “will,” “likely,” “may,” “anticipates,” “estimates,”
“projects,” “should,” “would,” “could,” “positioned,” “strategy,”
“future,” or words, phrases, or terms of similar substance or the
negative thereof, are forward-looking statements. These statements
are based on the current expectations of the management of
McKesson, SpinCo and Change (as the case may be) and are subject to
uncertainty and to changes in circumstances and involve risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied in such forward-looking statements.
In addition, these statements are based on a number of assumptions
that are subject to change. Such risks, uncertainties and
assumptions include, but are not limited to: changes in the
healthcare industry and regulatory environment; fluctuations in
foreign currency exchange rates; material adverse resolution of
pending legal proceedings, including those related to the
distribution of controlled substances; cyberattack, natural
disaster, or malfunction of sophisticated internal computer systems
to perform as designed; the potential inadequacy of insurance to
cover property loss or liability claims; the satisfaction of the
conditions to the Transactions and other risks related to the
completion of the Transactions and actions related thereto;
McKesson’s and Change’s ability to complete the Transactions on the
anticipated terms and schedule; the anticipated tax treatment of
the Transactions; the expansion and growth of Change’s operations;
ongoing risks related to the price or trading volume of McKesson’s
and Change’s common stock; failure to pay dividends to holders of
McKesson’s or Change’s common stock; impairment charges for
goodwill; and the risk that disruptions from the Transactions will
harm McKesson’s, SpinCo’s, Change Healthcare’s or Change’s
businesses. However, it is not possible to predict or identify all
such factors. Consequently, while the list of factors presented
here is considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements.
Forward-looking statements included herein are made as of the date
hereof, and none of McKesson, SpinCo, Change Healthcare or Change
undertakes any obligation to update publicly such statements to
reflect subsequent events or circumstances.
Important Notices and Additional Information
In connection with the Transactions, McKesson has filed with the
SEC a Schedule TO with respect to the exchange offer, SpinCo has
filed with the SEC a registration statement on Form S-4 and Form
S-1 (File No. 333-236236) containing a prospectus of SpinCo
relating to the exchange offer, and Change has filed with the SEC a
registration statement on Form S-4 (File No. 333-236234) relating
to the Transactions. These registration statements were declared
effective by the SEC on February 28, 2020. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THESE DOCUMENTS AND ANY AMENDMENTS TO
THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER
RELEVANT DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT MCKESSON, SPINCO, CHANGE HEALTHCARE, CHANGE AND THE
TRANSACTIONS. Investors and security holders may obtain these
materials and other documents filed with the SEC free of charge at
the SEC’s website, www.sec.gov. In addition, copies of these
materials may be obtained free of charge by accessing McKesson’s
website at www.mckesson.com, or from Change by accessing Change’s
website at www.changehealthcare.com.
To obtain copies of the exchange offer prospectus and related
documents, or for questions about the exchange offer or how to
participate, please visit the website that McKesson will maintain
for the exchange offer at www.dfking.com/McKesson or contact the
information agent, D.F. King & Co., at 1-866-304-5477
(toll-free in the United States) and 1-212-269-5550 (outside of the
United States).
None of McKesson, SpinCo, Change or their respective directors
or officers makes any recommendation as to whether any McKesson
stockholder should participate in the exchange offer. This
communication is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to sell
or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
About McKesson Corporation
McKesson Corporation is a global leader in healthcare supply
chain management solutions, retail pharmacy, community oncology and
specialty care, and healthcare information technology. McKesson
partners with pharmaceutical manufacturers, providers, pharmacies,
governments and other organizations in healthcare to help provide
the right medicines, medical products and healthcare services to
the right patients at the right time, safely and cost-effectively.
United by our ICARE shared principles, our employees work every day
to innovate and deliver opportunities that make our customers and
partners more successful — all for the better health of patients.
McKesson has been named a “Most Admired Company” in the healthcare
wholesaler category by FORTUNE, a “Best Place to Work” by the Human
Rights Campaign Foundation, and a top military-friendly company by
Military Friendly. For more information, visit
www.mckesson.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20200305005890/en/
Holly Weiss Investors 972-969-9174 Holly.Weiss@McKesson.com
David Matthews Media 214-952-0833
David.Matthews@McKesson.com
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