McKesson Corporation said Thursday it has agreed to acquire German health care and pharmaceutical supply company Celesio from its current owner for $8.3 billion.
The deal’s terms call for McKesson, a San Francisco–based health care services provider, to acquire the controlling, 50.01 percent stake in Celesio now owned by European conglomerate Franz Haniel & Cie.; launch a tender offer for Celesio’s remaining outstanding shares at 23 euros ($31.05) apiece; and start a tender offer for Celesio’s outstanding convertible bonds, according to the McKesson press release announcing the acquisition. The tender offers are expected to begin in McKesson’s third quarter, which ends on December 31.
The purchase price represents a 39 percent premium over the target company’s three-month average weighted share price prior to Oct. 8, when speculation that Celesio might be acquired first surfaced. Both McKesson’s board and Franz Haniel & Cie.’s supervisory board have approved the share purchase.
“If you look at the share price development, it’s a very attractive price,” says Hengeler Mueller corporate and M&A partner Maximillian Schiessl, who helped lead the firm’s team advising Franz Haniel & Cie. in connection with the deal.
By adding Celesio—one of Europe’s largest drug wholesalers and also a player in the Brazilian market—McKesson is poised to become “one of the world’s largest pharmaceutical wholesalers and providers of logistics and services in the health care sector,” according to The New York Times. McKesson’s press release notes that once the acquisition is complete, the company will have more than $150 billion in annual revenue, employ more than 81,500 people, and operate in 20 countries. The deal requires the approval of European regulators, and McKesson expects to assume control of Celesio during its fiscal year 2014, which starts in April.
Advising McKesson on the transaction is a Linklaters team led by corporate partners Peter Erbacher and Stephan Oppenhoff. Other attorneys from the firm working on the transaction are employment counsel Thomas Bader, corporate partner Mike Bienenfeld, tax partner Jens Blumenberg, corporate partner Sebastian Daub, tax counsel Michael Ehret, corporate counsel Ulli Janssen, competition and antitrust partner Daniela Seeliger and competition and antitrust counsel Daniel von Brevern.
The Linklaters associates working on the matter are Mathias Bock, Manon Brindöpke, Ferry Bühring, Marc Christ, Katharina Eiberger, Frederike Finke, Juliet de Graaf, Sabine Hamburger, Antje Heinen, Ann-Catherine Hoffmann, Ulrich Johann, Robert Mai, Sébastien Pontillo, Carolin Reese, Guillaume Régnier, Amanda Rowell, Julia Sack, Christian Schubert, John Stone, Bjöorn Strehl and Michael Weiß.
Linklaters previously advised McKesson on the company’s 2011 acquisition of British IT vendor System C Healthcare, according to a McKesson spokesman.
McKesson also received counsel on the transaction from Vienna-based Wolf Theiss and São Paulo, Brazil–based Lefosse Advogados.
The Wolf Theiss team is being led by corporate and M&A partner Christoph Mikosch, and also includes competition and antitrust partner Guenter Bauer, regulatory partner Kurt Retter, antitrust counsel Jochen Anweiler and M&A associate Ekkehard Diregger. A Wolf Theiss spokesman says the firm has worked with McKesson on one other matter, but declined to provide details.
The LeFosse team includes employment counsel Mariá Guitti and corporate partner Christian Roschmann, as well as associates Monique Guzzo, Talita Lamblem, Gabriella Levorin, Bruno Malfatti, Ana Sammarco, Jezzica Winge and Rafael Yaryd.
McKesson’s general counsel is Laureen Seeger. Wayne Budd, a senior counsel at Goodwin Procter who was recognized as an American Lawyer Lifetime Achiever in 2011, serves as a member of the company’s board of directors.
In addition to Schiessl, the Hengeler Mueller group advising Franz Haniel & Cie is led by corporate and M&A partner Thomas Meurer. Antitrust partner Alf-Henrik Bischke and capital markets partner Wolfgang Groß are also playing roles. Hengeler associates Christian Strothotte, Martin Ulbrich and Carsten Wettich are working on the matter as well.
German legal publication Juve reports that Celesio is being represented in the matter by a Freshfields team that includes corporate partners Andreas Fabritius and Arend von Riegen on its team. A Freshfields spokesman declined to comment.
