8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 9, 2014

McKesson Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-13252	94-3207296
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
One Post Street, San Francisco, California		94104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (415) 983-8300

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On January 9, 2014, McKesson Corporation (“McKesson” or the “Company”), its wholly-owned subsidiary Dragonfly GmbH & Co. KGaA (“McKesson AcquiCo”) and Franz Haniel & Cie. GmbH (“Haniel”) amended the Share Purchase Agreement entered into among them on October 24, 2013 (the “SPA”). The terms of the SPA were previously described in Item 1.01 of the Company’s Form 8-K that was filed with the Securities and Exchange Commission on October 25, 2013.

The amendment to the share purchase agreement (the “Second Amendment”) increased the price paid per share of Celesio AG (“Celesio”) from €23.00 to €23.50 and deleted Section 3.2 of the SPA, the result of which being that Haniel waived the right to participate in any further increases to the price paid per share. On December 19, 2013, the Company, McKesson AcquiCo and Haniel also amended the SPA to make an immaterial technical change to the settlement procedure (the “First Amendment” and, together with the Second Amendment, the “Amendments”).

The descriptions of the Amendments do not purport to be complete and are qualified in their entirety by reference to the executed copies of the agreements attached hereto as Exhibits 10.1 and 10.2 that are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 5, 2013, McKesson through McKesson AcquiCo commenced the voluntary public tender offer to purchase Celesio’s publicly-traded shares at €23.00 per share (the “Share Offer”) and the tender offers for its outstanding convertible bonds at a price corresponding to the value of the underlying shares implied by a €23 per share offer price, which equaled €53,117.78 per bond for Celesio’s convertible bond due 2014 (principal amount of €50,000) and €120,798.32 per bond for Celesio’s convertible bond due 2018 (principal amount of €100,000) (the “Bond Offers” and, together with the “Share Offer,” the “Tender Offers”). On January 9, 2014, McKesson increased the purchase price offered in the Share Offer to €23.50 per share and the purchase price offered in the Bond Offers to a price corresponding to the value of the underlying shares implied by a €23.50 per share offer price, which equals €54,273.00 per bond for Celesio’s convertible bond due 2014 (principal amount of €50,000) and €123,424.00 per bond for Celesio’s convertible bond due 2018 (principal amount of €100,000). The Tender Offers expired on January 9, 2014.

On January 13, 2014, McKesson announced that the Tender Offers had failed to meet the minimum condition outlined in the Tender Offers. A copy of the Company’s press release dated January 13, 2014 is attached to this report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Item 7.01 to Form 8-K, including Exhibit 99.1, is furnished to the Securities and Exchange Commission (the “Commission”), but shall not be deemed “filed” with the Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	First Amendment of the Share Purchase Agreement dated October 24, 2013, by and among Franz Haniel & Cie. GmbH, Dragonfly GmbH & Co. KGaA and McKesson Corporation, dated December 19, 2013.
10.2	Second Amendment of the Share Purchase Agreement dated October 24, 2013, by and among Franz Haniel & Cie. GmbH, Dragonfly GmbH & Co. KGaA and McKesson Corporation, dated January 9, 2014.
99.1	Press release issued by the Company dated January 13, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 15, 2014

McKesson Corporation
By:	/s/ Laureen E. Seeger
	Laureen E. Seeger
	Executive Vice President, General Counsel and Chief Compliance Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	First Amendment of the Share Purchase Agreement dated October 24, 2013, by and among Franz Haniel & Cie. GmbH, Dragonfly GmbH & Co. KGaA and McKesson Corporation, dated December 19, 2013.
10.2	Second Amendment of the Share Purchase Agreement dated October 24, 2013, by and among Franz Haniel & Cie. GmbH, Dragonfly GmbH & Co. KGaA and McKesson Corporation, dated January 9, 2014.
99.1	Press release issued by the Company dated January 13, 2014.

EX-10.1

Exhibit 10.1

Dragonfly GmbH & Co. KGaA Eschenheimer Anlage 1 60316 Frankfurt am Main Germany McKesson Corporation One Post Street San Francisco, CA 94104 USA

Franz Haniel & Cie. GmbH

Franz-Haniel-Platz 1

47119 Duisburg

Dear Sirs,

Amendment of the Share Purchase Agreement dated October 24, 2013

Dragonfly GmbH & Co. KGaA as Purchaser, Franz Haniel & Cie. GmbH as Seller and McKesson Corporation as Parent have entered into a Share Purchase Agreement dated October 24, 2013 for the sale by the Seller to the Purchaser of all shares held by Seller in Celesio AG, Stuttgart (the “SPA”). Section 4.1 of the SPA provides that Closing as set forth in Section 4.4 therein shall take place on the fifth (5^th) Business Day after all Closing Conditions are met.

The Parties have agreed that the Offer Document and the Bond Offer Document to be published by the Purchaser shall provide for an acceptance period ending on (but including) January 9, 2014. In connection therewith, the Parties have also agreed to amend Sections 4.1 and 4.4 of the SPA.

1. Section 4.1 first sentence of the SPA shall be modified as follows:

“The consummation of the transactions contemplated by this Agreement as set forth in Section 4.4 (the “Closing”) shall take place at the offices of Hengeler Mueller in Düsseldorf at 07:30 a.m. CET (i) on January 17, 2014 if the Acceptance Period ends on (but including) January 9, 2014 and all Closing Conditions are met (unless Purchaser gives the notice pursuant to (ii) no later than on January 16, 2014, 1:00 p.m. CET), or (ii) on January 20, 2014 if the Acceptance Period ends on (but including) January 9, 2014, all Closing Conditions are met and Purchaser has notified Seller no later than on January 16, 2014, 1:00 p.m. CET that it wishes Closing to occur on January 20, 2014 or (iii) on the sixth (6^th) Business Day after all Closing Conditions are met if the Acceptance Period ends on a date after January 9, 2014, or (iv) at any other time or place as the Parties may mutually agree upon in writing.”

2. Section 4.4 of the SPA shall be modified as follows:

“On the Scheduled Closing Date prior to 8:00 a.m. CET, the Parties shall take, or cause to be taken, the actions set forth in this Section 4.4 (a) and (b) below (the “Closing Actions”) which shall be taken simultaneously (Zug um Zug); it being understood that, prior to Closing, Seller will transfer the Seller’s Shares to a securities account with J.P. Morgan AG (JPM) in Germany and open a cash account with JPM. Purchaser will (re-) locate the Closing Purchase Price to a cash account established by a German bank or a German branch of a foreign bank to be specified no later than on January 10, 2014 if the Acceptance Period ends on (but including) January 9, 2014 or five Business Days prior to the Scheduled Closing Date if the Acceptance Period ends on a date after January 9, 2014 (the “Notice Date”) and open a German securities account with the same bank. Each Party shall notify to the other Party the details of its cash and security accounts at the latest on the Notice Date.

On the Scheduled Closing Date prior to 8:00 a.m. CET,

(a) Seller shall instruct JPM to transfer the Seller’s Shares to Purchaser’s German securities account against payment of the Closing Purchase Price and

(b) Purchaser shall instruct Purchaser’s bank to pay the Closing Purchase Price to the cash account of Seller with JPM against transfer of the Seller’s Shares,

in each case by the instructed bank entering delivery versus payment (DvP) instructions in CASCADE, Clearstream Banking AG’s custody and settlement system. Purchaser’s payment shall be made by irrevocable and, subject to the DvP instruction, unconditional wire transfer of immediately available funds (effective on the same day, free of any costs and charges other than those of Seller’s Bank).”

All other provisions of the SPA, including, without limitation, Sections 4.4.1 and 4.4.2, shall remain unchanged and unaffected by this letter agreement. Capitalised Terms used in this letter agreement and defined in the SPA shall have the meaning as defined therein. Section 10.7 of the SPA shall also apply to this letter agreement.

Please countersign and return to us a copy of this letter if you agree with the amendment of the SPA as set out herein.

Sincerely yours

December 12, 2013

For and on behalf of Dragonfly GmbH & Co. KGaA

 /s/ John Hammergren

John Hammergren

Title: Attorney-in-fact

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For and on behalf of McKesson Corporation

 /s/ John Hammergren

John Hammergren

Title: CEO

ACCEPTED AND AGREED:

December 19, 2013

For and on behalf of Franz Haniel & Cie. GmbH

/s/ Stephan Gemkow	/s/ Dr. Florian Funck
Stephan Gemkow	Dr. Florian Funck
Title: CEO (Vorsitzender des Vorstandes)	Title:     Member of the Executive Board               (Mitglied des Vorstands)

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EX-10.2

Exhibit 10.2

Dragonfly GmbH & Co. KGaA Eschenheimer Anlage 1 60316 Frankfurt am Main Germany McKesson Corporation One Post Street San Francisco, CA 94104 USA

Franz Haniel & Cie. GmbH

Franz-Haniel-Platz 1

47119 Duisburg

Dear Sirs,

Second Amendment of the Share Purchase Agreement dated October 24, 2013

Dragonfly GmbH & Co. KGaA as Purchaser, Franz Haniel & Cie. GmbH as Seller and McKesson Corporation as Parent have entered into a Share Purchase Agreement dated October 24, 2013 for the sale by the Seller to the Purchaser of all shares held by Seller in Celesio AG, Stuttgart, as amended on December 12/19, 2013 (the “SPA”). The SPA shall be further amended as follows:

1. The Base Purchase Price Per Share of EUR 23.00 shall be increased by EUR 0.50 to EUR 23.50 which results in a Base Purchase Price of EUR 1,998,874,867.50 (in words: one billion nine hundred ninety-eight million eight hundred seventy-four thousand eight hundred sixty-seven and fifty Cent).

2. Section 3.2 of the SPA shall be deleted in its entirety and shall no longer apply and the Seller shall not benefit from any increases of the offer consideration in connection with the Offer, offered or owed by the Purchaser to any Celesio Shareholder for whatever reason.

All other provisions of the SPA shall remain unchanged and unaffected by this letter agreement. Capitalized Terms used in this letter agreement and defined in the SPA shall have the meaning as defined therein. Section 10.7 of the SPA shall also apply to this letter agreement.

Please countersign and return to us a copy of this letter if you agree with the amendment of the SPA as set out herein.

Sincerely yours,

January 9, 2014

For and on behalf of Dragonfly GmbH & Co. KGaA

/s/ John Hammergren	/s/ Willie C. Bogan
John Hammergren	Willie C. Bogan
Title: Attorney-in-fact	in his capacity as Managing Director of Dragonfly Verwaltungs GmbH

For and on behalf of McKesson Corporation

 /s/ John Hammergren

John Hammergren

Title: CEO

ACCEPTED AND AGREED:

January 9, 2014

For and on behalf of Franz Haniel & Cie. GmbH

/s/ Ulrich Dickel	/s/ Dr. Klaus Wiegel
Ulrich Dickel	Dr. Klaus Wiegel
Title: Executive Director	Title: General Counsel

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EX-99.1

Exhibit 99.1

McKESSON ANNOUNCES RESULTS OF CELESIO OFFER

Voluntary Public Tender Offer Failed to Meet the Required 75 Percent Completion Condition

SAN FRANCISCO, January 13, 2014 – McKesson Corporation (NYSE:MCK), a leading North American healthcare services and information technology company, announced today that it was unsuccessful in reaching the 75% completion condition in its offer for the outstanding shares and convertible bonds of Celesio.

“While we are disappointed that we were not successful in completing our offers for Celesio, we have a track record of great performance, a strong balance sheet and demonstrated leadership and scale across our markets,” said John H. Hammergren, chairman and chief executive officer, McKesson Corporation. “We are well positioned and will continue to explore and evaluate opportunities to further strengthen our businesses through our disciplined approach to capital allocation.”

About McKesson Corporation

McKesson Corporation, currently ranked 14^th 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.

McKesson Corporation Contacts:

Investors and Financial Media:

Erin Lampert, +1 415-983-8391

Erin.Lampert@McKesson.com

General and Business Media:

Kris Fortner, +1 415-983-8352

Kris.Fortner@McKesson.com

THIS PRESS RELEASE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

The offers will be subject to the full terms and conditions set out in the offer documents and, if applicable, the amendments.

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Disclaimer

This press release is for information purposes only and does not constitute an invitation to make an offer to sell Celesio shares or bonds. This announcement does not constitute an offer to purchase Celesio shares or bonds and is not for the purposes of McKesson making any representations or entering into any other binding legal commitments.

The offers to purchase Celesio shares (“Takeover Offer”) and Convertible Bonds (“Tender Offers” and together with the Takeover Offer, the “Offers”) are solely made by the respective offer document and, if applicable, the amendment published by Dragonfly GmbH & Co. KG (“Dragonfly”), a wholly owned subsidiary of McKesson Corporation (“McKesson”), on 5 December 2013 and 9 January 2014 and are exclusively subject to such offer document’s and amendment’s terms and conditions. The terms and conditions contained in such offer document or amendment may differ from the general information described in this press release.

Investors, shareholders of Celesio and holders of Convertible Bonds are strongly advised to read the relevant documents regarding the Takeover Offer and the Tender Offers because they contain important information. Investors, shareholders of Celesio and holders of Convertible Bonds can obtain these documents at the website http://www.GlobalHealthcareLeader.com.

The Tender Offers are not subject to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, (“WpÜG”)) and have not been reviewed by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin).

Shareholders of Celesio and holders of Convertible Bonds are strongly recommended to seek independent advice, where appropriate, in order to reach an informed decision in respect of the content of the offer documents and with regard to the Takeover Offer or the Tender Offers.

The Offers are issued exclusively under the laws of the Federal Republic of Germany, the Takeover Offer especially under the WpÜG and the Regulation on the Content of the Offer Document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Issue an Offer (“WpÜG Offer Regulation”), and certain applicable provisions of the securities law of the United States of America (“United States”). The Offers will not be executed according to the provisions of jurisdictions (including the jurisdictions of Australia and Japan) other than those of the Federal Republic of Germany and certain applicable provisions of securities law of the United States. Thus, no other announcements, registrations, admissions or approvals of the Offers outside the Federal Republic of Germany have not been and will not be filed, arranged for or granted. The shareholders of Celesio and holders of Convertible Bonds cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than such provisions of the Federal Republic of Germany. Any contract that will be concluded on the basis of the Offers will be exclusively governed by the laws of the Federal Republic of Germany and will to be interpreted in accordance with such laws.

Neither McKesson nor any persons acting in concert with McKesson within the meaning of Section 2 para 5 of the WpÜG have authorized the publication, sending, distribution, or dissemination of this press release or any other document associated with the Offers by third parties outside the Federal Republic of Germany, the United States and Canada. Neither McKesson nor persons acting in concert with McKesson within the meaning of Section 2 para. 5 of the WpÜG are in any way responsible for the compliance of the publication, sending, distribution, or dissemination of this press release or any other document associated with the Offers by a third party outside of the Federal Republic of Germany, the United States and Canada to any jurisdiction with legal provisions other than those of the Federal Republic of Germany, the United States and Canada.

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The publication, sending, distribution or dissemination of this press release in certain jurisdictions other than the Federal Republic of Germany, the United States and Canada may be governed by laws of jurisdictions other than the Federal Republic of Germany, the United States and Canada in which the publication, sending, distribution or dissemination are subject to legal restrictions. Persons who are not resident in the Federal Republic of Germany, the United States and Canada or who are for other reasons subject to the laws of other jurisdictions should inform themselves of, and observe, those.

This press release is not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

If you are a resident of the United States, please read the following:

The Offers will be made for the securities of a non-U.S. company and will be subject to the disclosure and procedural laws, standards and practices of jurisdictions other than the U.S., although are intended to be made in the United States in reliance on, and compliance with, Section 14(e) of the Exchange Act and Regulation 14E thereunder, as exempted thereunder by Rule 14d-1(c).

In accordance with the Offers, McKesson, Dragonfly, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Celesio Shares and Convertible Bonds outside the Offers also during the period in which the Offers remain open for acceptance. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the Exchange Act.

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