McKesson Announces Final Results of Exchange Offer
12 March 2020 - 11:00PM
Business Wire
McKesson Corporation (NYSE:MCK) today announced the final
results of its offer to its stockholders to exchange their issued
and outstanding shares of McKesson common stock for shares of PF2
SpinCo, Inc. (“SpinCo”) common stock owned by McKesson as part of
its split-off of its interest in Change Healthcare LLC (“Change
Healthcare”) and its agreement with Change Healthcare Inc.
(NASDAQ:CHNG) (“Change”) to merge SpinCo with and into Change.
The exchange offer expired at 11:59 p.m., New York City time, on
March 9, 2020. Under the terms of the offer, 11.4086 shares of
SpinCo common stock were exchanged for each share of McKesson
common stock accepted in the offer. McKesson accepted 15,426,537 of
the tendered shares in exchange for 175,995,192 shares of SpinCo
common stock, which were immediately converted into an equal number
of whole shares of Change common stock (with cash in lieu of
fractional shares) upon completion of the merger, which closed on
March 10, 2020. 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.
Because the exchange offer was oversubscribed, McKesson accepted
tendered shares of McKesson common stock on a pro rata basis in
proportion to the total number of shares validly tendered and
accepted for exchange. Stockholders who owned fewer than 100 shares
of McKesson common stock, or an “odd lot” of such shares, and who
validly tendered all of their shares, were not subject to proration
in accordance with the terms of the exchange offer. The final
proration factor of approximately 14.82% was applied to all other
shares of McKesson common stock that were validly tendered and not
validly withdrawn to determine the number of such shares that were
accepted from each tendering stockholder.
Based on the final count by the exchange agent Equiniti Trust
Company, the final results of the exchange offer are as
follows:
Total number of shares of McKesson common
stock validly tendered and not validly withdrawn:
97,324,143
Shares tendered and not validly withdrawn
that were subject to proration:
96,151,322
“Odd-lot” shares tendered that were not
subject to proration:
1,172,821
Total number of shares of McKesson common
stock accepted:
15,426,537
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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version on businesswire.com: https://www.businesswire.com/news/home/20200312005351/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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