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Celesio’s Shares Tumble After Failed Bid by McKesson

LONDON - Shares of  the German pharmaceutical wholesaler Celesio fell nearly 6 percent in trading on Tuesday morning after McKesson Corporation failed to garner enough shareholder support for its proposed $8.3 billion acquisition to proceed.

Celesio said late Monday that it would remain an independent company after shareholders declined to tender the minimum 75 percent of the company’s outstanding shares and convertible bonds for the transaction to proceed despite a sweetened tender offer by McKesson, a health care services company based in San Francisco.

“McKesson would have been a very good partner for the ongoing strategic development of Celesio,” said Stephan Gemkow, chairman of the Celesio’s supervisory board. “Thus, it is a pity that the takeover bid has failed for the time being. Nonetheless, it is not the end of the world for Celesio AG, which is strategically very well positioned.”

Shares of Celesio fell 5.9 percent to 22.75 euros, or $31.13, a share in trading in Frankfurt on Tuesday.

At a JPMorgan Chase healthcare conference in San Francisco on Monday, John H. Hammergren, McKesson’s chairman and chief executive, said that the company has discussed several potential alternatives with Celesio, including a possible joint venture.

“Clearly a joint venture would be an alternative to consider,” Mr. Hammergren said.

In October, McKesson said it had agreed to acquire a controlling stake in Celesio from Franz Haniel & Cie., the majority shareholder, and planned to start a tender offer for the remaining shares and convertible bonds. As a result of the deal falling apart, Haniel remains Celesio’s largest shareholder.

The deal would have created one of the world’s largest pharmaceutical wholesalers and providers of logistics and services in the health care sector, with annual revenue of more than $150 billion and about 81,500 employees worldwide. The combined company would have operated in 20 countries.

But, Elliott Management, the New York hedge fund founded by Paul Singer, publicly criticized the deal in December, saying McKesson could afford to pay a higher price for the company.

The hedge fund suggested at the time that Celesio might maximize the value for shareholders and bondholders by seeking a separate buyer for Lloyds, a British pharmacy chain it operates.

Last week as the deadline to tender shares approached, McKesson increased its offer to 23.50 euros, or about $32.10, a share. Its original offer was 23 euros a share.

Elliott said last week that it would tender its shares and bonds in the sweetened offer.

Shares of McKesson closed down nearly 5 percent to $167.14 in trading in New York on Monday.