McKesson Completes Split-off of Its Interest in Change Healthcare
March 10 2020 - 9:00AM
Business Wire
McKesson Will Host a Conference Call on
Tuesday, March 17th at 4:30 pm Eastern Time to Discuss the
Completion of the Split-off
McKesson Corporation (NYSE:MCK) today announced the completion
of the split-off of PF2 SpinCo, Inc. (“SpinCo”), which held
McKesson’s interest in Change Healthcare LLC (“Change Healthcare”)
and which was merged with and into Change Healthcare Inc.
(NASDAQ:CHNG) (“Change”) through a “Reverse Morris Trust”
transaction. The closing of the merger followed the previously
announced expiration of McKesson’s exchange offer. As a result of
the merger, participating McKesson stockholders will receive one
share of Change common stock in exchange for each whole share of
SpinCo common stock they received in the exchange offer.
“We are pleased to have successfully completed the exit of our
investment in Change Healthcare, in line with our stated objective
of unlocking value for our shareholders,” said Brian Tyler, chief
executive officer, McKesson. “We are excited to move forward and
execute against our strategic growth initiatives as a more focused
organization, and believe McKesson is well positioned with a broad
set of differentiated assets and capabilities.”
The transactions enabled McKesson to reduce the number of its
shares of outstanding common stock by 15,426,537 shares. The
exchange offer and merger are 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.
McKesson will host a conference call on Tuesday, March 17th at
4:30 PM Eastern Time to discuss the completion of the split-off. A
live audio webcast of the conference call will be available on
McKesson’s Investor Relations website at
http://investor.mckesson.com. The conference call can also be
accessed by dialing 786-815-8297. The password is ‘McKesson’.
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.
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 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.
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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Holly Weiss Investors 972-969-9174 Holly.Weiss@McKesson.com
David Matthews Media 214-952-0833 David.Matthews@McKesson.com
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