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): February 6, 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 2.01 Completion of Acquisition or Disposition of Assets.

On February 6, 2014, McKesson Corporation (“McKesson” or the “Company”) and its wholly-owned subsidiary, Dragonfly GmbH & Co. KGaA (“McKesson AcquiCo”), completed the previously announced acquisition of a majority stake in Celesio AG (“Celesio”) from Franz Haniel & Cie. GmbH (“Haniel”) in accordance with the Amended and Restated Share Purchase Agreement (the “SPA”) among the Company, McKesson AcquiCo and Haniel dated January 23, 2014 and filed with the Securities and Exchange Commission (the “Commission”) as Exhibit 10.1 to the Company’s Form 8-K dated January 29, 2014 (the “January 29th Form 8-K”). McKesson AcquiCo paid €23.50 per share to acquire from Haniel approximately 70.9% of Celesio’s undiluted share capital issued as of February 6, 2014. McKesson AcquiCo also acquired 4,840 of the 7,000 convertible bonds issued by Celesio Finance B.V. in the nominal aggregate amount of €350 million due in October 2014 (ISIN DE 000A1AN5K5) (the “2014 Bonds”), and 2,180 of the 3,500 convertible bonds issued by Celesio Finance B.V. in the nominal amount of €350 million due in April 2018 (ISIN DE 000A1GPH50) (the “2018 Bonds”, and together with the 2014 Bonds, the “Bonds”), from Elliott International, L.P., The Liverpool Limited Partnership and Elliott Capital Advisers, L.P. (together, the “Elliott Group”) in accordance with the Bond Purchase Agreement (the “BPA”) entered into among the Company, McKesson AcquiCo and the Elliott Group dated January 23, 2014 and filed with the Commission as Exhibit 10.2 to the January 29th Form 8-K. The total value of the SPA and the BPA is approximately €3.7 billion (or, assuming a currency exchange ratio of $1.35/€1 as of February 6, 2014, approximately $5.0 billion). McKesson completed the acquisition by McKesson AcquiCo of the Celesio shares held by Haniel and the Bonds held by the Elliott Group (together, the “Acquisition”) by utilizing $4.957 billion from the below described senior bridge term loan and the balance from cash on hand. Following the Acquisition, McKesson’s share ownership of Celesio exceeded 75% on a fully diluted basis.

McKesson AcquiCo intends to launch a voluntary public tender offer for the shares of Celesio that remain outstanding or are to be issued upon further conversions of Bonds (the “Tender Offer”). The Tender Offer will be conducted in accordance with a Business Combination Agreement (the “BCA”) among the Company, McKesson AcquiCo and Celesio as amended on January 23, 2014 and filed with the Commission as Exhibit 10.3 to the January 29th Form 8-K.

Celesio is a leading international wholesale and retail company and provider of logistics and services to the pharmaceutical and healthcare sectors which operates in 14 countries around the world. Celesio’s revenues were approximately €22.3 billion (or, assuming a currency exchange ratio of $1.28/€1, approximately $28.5 billion) for the twelve months ended December 31, 2012 and €16.0 billion (or, assuming a currency exchange ratio of $1.31/€1, approximately $21.1 billion) for the nine months ended September 30, 2013. Following completion of the business combination, the operations of Celesio will be part of McKesson’s Distribution Solutions segment. McKesson and Celesio expect to maintain their own brands and continue to support customers through existing channels.

The above descriptions of the SPA, the BPA and the Tender Offer do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA, the BPA and the BCA previously filed with the Commission.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release, dated February 6, 2014, announcing completion of the Acquisition is attached to this report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this item, including Exhibit 99.1, is furnished to 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 8.01 Other Events.

In connection with the Acquisition, on January 23, 2014, McKesson entered into a $5.5 billion 364-day unsecured Senior Bridge Term Loan Agreement (the “Bridge Loan Agreement”) with Bank of America, N.A., as Administrative Agent, and the lenders party thereto in order to: (i) pay the Acquisition consideration; (ii) fund additional acquisitions, if any, of Celesio shares and convertible bonds, including shares acquired in the Tender Offer; and (iii) pay transaction costs associated with the Acquisition and the Tender Offer. On February 3, 2014, McKesson made a draw down under the Bridge Loan Agreement in an aggregate principal amount of $4.957 billion. The terms of the Bridge Loan Agreement are described in Item 2.03 of the January 29th Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

No financial statements are being filed with this report. Financial statements required to be filed as exhibits to this report will be filed by amendment not later than seventy one (71) days after the date that the initial report on Form 8-K must be filed.

(b) Pro Forma Financial Information.

No pro forma financial information is being filed with this report. The pro forma financial information required to be filed as an exhibit to this report will be filed by amendment not later than seventy one (71) days after the date that the initial report on Form 8-K must be filed.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by the Company on February 6, 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: February 12, 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
99.1	Press release issued by the Company on February 6, 2014.

EX-99.1

Exhibit 99.1

McKESSON COMPLETES PREVIOUSLY ANNOUNCED AGREEMENTS,

SECURES CELESIO ACQUISITION

SAN FRANCISCO, February 6, 2014 – McKesson Corporation (NYSE:MCK), a leading North American healthcare services and information technology company, confirmed today that it has completed the previously announced agreement with Franz Haniel & Cie. GmbH to acquire their entire holding of Celesio shares. McKesson also confirmed it has completed the previously announced agreement with an affiliate of Elliott Management to acquire Celesio convertible bonds. McKesson now exceeds 75% ownership of Celesio shares on a fully diluted basis.

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.

About Celesio Group

Celesio is a leading international wholesale and retail company and provider of logistics and services to the pharmaceutical and healthcare sectors. The proactive and preventive approach ensures that patients receive the products and support that they require for optimum care. With 38,000 employees, Celesio operates in 14 countries around the world. Every day, the group serves over 2 million customers – at 2,200 pharmacies of its own and 4,100 participants in brand partnership schemes. With 132 wholesale branches, Celesio supplies 65,000 pharmacies and hospitals every day with up to 130,000 pharmaceutical products. The services benefit a patient pool of about 15 million per day.

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 offer will be subject to the full terms and conditions set out in the offer document.

Disclaimer

This press release is for information purposes only and does not constitute an invitation to make an offer to sell Celesio shares. This announcement does not constitute an offer to purchase Celesio shares and nothing in this announcement should be construed as a representation or binding legal commitment by McKesson.

An offer to purchase Celesio shares (“Takeover Offer”) will solely be made by the offer document which is to be published by Dragonfly GmbH & Co. KG (“Dragonfly”), a wholly owned subsidiary of McKesson Corporation (“McKesson”), in due course and will be exclusively subject to such offer document’s terms and conditions. The terms and conditions contained in such offer document may differ from the general information described in this press release.

The terms and conditions of the Takeover Offer will be published only after permission from the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht—BaFin) has been obtained. Investors and shareholders of Celesio are strongly advised to read the relevant documents regarding the Takeover Offer when they become available because they will contain important information. Investors and shareholders of Celesio will be able to obtain these documents, when they become available, at the website http://www.GlobalHealthcareLeader.com. Upon publication, the offer document will also be available free of charge at a specified location and will be mailed to investors and shareholders of Celesio free of charge upon request.

Shareholders of Celesio are strongly recommended to seek independent advice, where appropriate, in order to reach an informed decision in respect of the content of the offer document and with regard to the Takeover Offer.

The Takeover Offer will be issued exclusively under the laws of the Federal Republic of Germany, in particular under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, (“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 laws of the United States of America (“United States”). The Takeover Offer 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 laws of the United States. Thus, no other announcements, registrations, admissions or approvals of the Takeover Offer outside the Federal Republic of Germany have not been and will not be filed, arranged for or granted. The shareholders of Celesio 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 Takeover Offer will be exclusively governed by the laws of the Federal Republic of Germany and will have 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 Takeover Offer 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 Takeover Offer 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.

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

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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.

Forward-looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”), as amended, that are subject to risks and uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements.

These statements do not represent facts and may be characterized by words such as “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions, or current expectations of McKesson, the persons acting in concert with McKesson pursuant to Section 2 para. 5 sentence 1 and sentence 3 of WpÜG and Celesio AG with respect to possible future events, e.g., regarding possible consequences of the Takeover Offer for McKesson or Celesio AG, for those shareholders of Celesio AG who choose not to accept the Takeover Offer or for future financial results of McKesson or Celesio AG. Such forward-looking statements are based on current plans, estimates and forecasts which McKesson, the persons acting in concert with McKesson pursuant to section 2 para. 5 sentence 1 and sentence 3 of WpÜG and Celesio AG have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and generally cannot be influenced by McKesson, the persons acting in concert with McKesson within the meaning of Section 2 para. 5 sentence 1 and sentence 3 of WpÜG or Celesio AG. The forward-looking statements contained in this press release could turn out to be incorrect and/or future events and developments could considerably deviate from the forward-looking statements in this press release. No assurances can be given that the forward-looking statements in the offer document in relation to the Takeover Offer which is yet to be published or any other document associated with the Takeover Offer will be realized. Subject to compliance with applicable law and regulations, neither McKesson nor Dragonfly intend to update these forward-looking statements or to undertake any obligation to do so.

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

The Takeover Offer 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 it is 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.

In accordance with the intended Takeover Offer, 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 issued by Celesio Finance B.V. outside the Takeover Offer also during the period in which the Takeover Offer will 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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