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After a Failed Tender Offer, McKesson Clinches Deal


After a failed bid to gain control of the German pharmaceutical wholesaler Celesio, the health care company McKesson Corporation announced on Thursday that it had gained enough shareholder support to push a deal through.

McKesson said it would buy shares from the hedge fund Elliott Management and Franz Haniel & Cie., the majority shareholder, for 23.50 euros a share.

Both companies had previously agreed to the tender offer, but McKesson said earlier this month that it still had not reached the 75 percent diluted shares it needed for the $8.3 billion deal.

But McKesson was able to secure enough convertible bonds from an affiliate of Elliott Management to push it over the threshold, McKesson said in a statement.

A representative for McKesson was not immediately available for comment.

McKesson is one of the largest American drug wholesalers, and Celesio is one of the largest in Europe. The new acquisition will create one of the biggest pharmaceutical distributors in the world, with combined annual revenue of more than $150 billion and operations in 20 countries.

Both companies sell prescription and over-the-counter drugs to pharmacies and hospitals.

McKesson said it expected the deal to close within 10 business days.

“We are excited to move forward with our acquisition of Celesio,” said John H. Hammergren, McKesson’s chairman and chief executive.

The company said it expected to pay for the deal with a combination of cash and bridge financing.

McKesson expects that annual synergies could reach $275 million to $325 million, the company plans to begin a voluntary tender offer to the remaining minority shareholders.

McKesson had raised its offer from 23 euros after much agitating from Elliott, which had insisted that the company could afford to pay a “fairer” price to shareholders and bondholders and still end up with a good deal.

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