029 Group SE

M&A Activity • Jan 23, 2014

News Details

Takeover Bids | 23 January 2014 22:00

Takeover Offer;

Target company: Celesio AG; Bidder: Dragonfly GmbH & Co. KGaA

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a company of

EQS Group AG.

The bidder is solely responsible for the content of this announcement.

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Announcement of the decision to make a voluntary public takeover offer

(freiwilliges öffentliches Übernahmeangebot) pursuant to section 10 para. 1

in conjunction with sections 29 para. 1, 34 of the German Securities

Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Offeror:

Dragonfly GmbH & Co. KGaA

Eschenheimer Anlage 1

60313 Frankfurt am Main

Germany

registered with the commercial register of the local court (Amtsgericht) of

Frankfurt am Main under HRB 97726

Target:

Celesio AG

Neckartalstraße 155

70376 Stuttgart

Germany

registered with the commercial register of the local court (Amtsgericht) of

Stuttgart under HRB 9517

ISIN: DE 000CLS1001

WKN: CLS 100

ISIN: DE 000CLS1043

WKN: CLS 104

Dragonfly GmbH & Co. KGaA (‘Dragonfly’), a wholly owned subsidiary of

McKesson Corporation, San Francisco, USA (‘McKesson’), decided today to

make a voluntary public takeover offer to the shareholders of Celesio AG

(the ‘Takeover Offer’) for the acquisition of their non-par-value

registered shares (auf den Namen lautende Stückaktien) in Celesio AG (DE

000CLS1001, and following a new issue DE 000CLS1043; the ‘Celesio Shares’).

Dragonfly intends to offer a consideration in cash of EUR 23.50 per Celesio

Share. The Takeover Offer will not be subject to any completion conditions

and will be made on the terms and conditions set forth in the offer

document.

Dragonfly has already entered into a restated share purchase agreement with

Franz Haniel & Cie. GmbH (‘Haniel’) for the acquisition of 75.99% of the

Celesio Shares currently outstanding.

Dragonfly has also entered into a bond purchase agreement with Elliott

entities for the acquisition of 4,840 of the 7,000 convertible bonds issued

by Celesio Finance B.V. in the nominal aggregate amount of EUR 350 million

due in October 2014 (ISIN DE 000A1AN5K5) and 2,180 of the 3,500 convertible

bonds issued by Celesio Finance B.V in the nominal amount of EUR 350

million due in April 2018 (ISIN DE 000A1GPH50) (together the ‘Bonds’)

currently outstanding. The agreements with Haniel and Elliott will result

in Dragonfly achieving an approximate 75% ownership of Celesio shares on a

fully diluted basis following conversion of the Bonds into Celesio shares.

In addition, Dragonfly, McKesson and Celesio AG have adjusted the Business

Combination Agreement previously entered into, to reflect the new

situation, and with a continued view to strengthening their respective

businesses.

The offer document for the Takeover Offer (in German and a non-binding

English translation) containing the detailed terms and conditions of, and

other information relating to, the Takeover Offer will be published on the

internet at

http://www.GlobalHealthcareLeader.com.

The offer document for the Takeover Offer will also be published by way of

a notice of availability in the Federal Gazette (Bundesanzeiger). On 23

January 2014 the Federal Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht – BaFin) exempted Dragonfly from the 1-year

waiting period pursuant to Section 26 German Securities Acquisition and

Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – ‘WpÜG’) resulting

from the acceptance threshold in the takeover offer published on 5 December

2013 not having been satisfied following the respective consent from

Celesio AG.

McKesson and Dragonfly GmbH & Co KGaA have approached Celesio informing

them of the intention to enter into a domination and profit and loss

transfer agreement, with Dragonfly as dominating party and Celesio as

dominated party, pursuant to Sections 291 et seq. German Stock Corporation

Act (Aktiengesetz – AktG). McKesson and Dragonfly expect to implement such

a domination and profit and loss transfer agreement following the close of

the restated share purchase agreement without any further regulatory

approvals being required.

Important Notice

The terms and conditions of the Takeover Offer will be published in the

offer document for the Takeover Offer only after the permission by the

German Federal Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht – BaFin) has been obtained. Investors and

holders of Celesio Shares are strongly advised to read the relevant

documents regarding the Takeover Offer published by Dragonfly when they

become available because they will contain important information. Investors

and shareholders of Celesio AG will be able to receive these documents,

when they become available, at the website

http://www.GlobalHealthcareLeader.com. Upon publication, the offer document

for the Takeover Offer will also be available free of charge at a specified

location and will be mailed to investors and shareholders of Celesio AG

free of charge upon request.

This announcement 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 is not for the

purposes of Dragonfly making any representations or entering into any other

binding legal commitments.

An offer to purchase Celesio Shares will be solely made by the respective

offer document which is to be published by Dragonfly in due course and is

exclusively subject to its terms and conditions. The terms and conditions

contained in the offer document may differ from the general information

described in this announcement.

Shareholders of Celesio AG 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, 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

U.S. securities law. 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 U.S. securities law. Thus, no other announcements,

registrations, admissions or approvals of the Takeover Offer outside the

Federal Republic of Germany will be filed, arranged for or granted. The

shareholders of Celesio AG 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.

Dragonfly has not approved the publication, sending, distribution, or

dissemination of this announcement or any other document associated with

the Takeover Offer by third parties outside the Federal Republic of

Germany. Neither Dragonfly nor persons acting in concert with Dragonfly

within the meaning of Section 2 para. 5 sentence 1 and sentence 3 WpÜG are

in any way responsible for the compliance of the publication, sending,

distribution, or dissemination of this announcement or any other document

associated with the Takeover Offer by a third party outside of the Federal

Republic of Germany to any jurisdiction with legal provisions other than

those of the Federal Republic of Germany.

The publication, sending, distribution or dissemination of this

announcement in certain jurisdictions other than the Federal Republic of

Germany may be governed by laws of jurisdictions other than the Federal

Republic of German in which the publication, sending, distribution or

dissemination are subject to legal restrictions. Persons who are not

resident in the Federal Republic of Germany or who are for other reasons

subject to the laws of other jurisdictions should inform themselves of, and

observe, those.

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

The Takeover Offer will be made for the securities of non-US companies and

will be subject to the disclosure and procedural laws, standards and

practices of jurisdictions other than the US, although it is intended to be

made in the United States in reliance on, and compliance with, Section

14(e) of the US Securities Exchange Act of 1934 (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 remains 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.

Frankfurt am Main, 23 January 2014

Dragonfly GmbH & Co. KGaA

The Board of Managing Directors

End of WpÜG announcement

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