McKesson Announces Early Termination of Hart-Scott-Rodino Act Waiting Period for Acquisition of PSS World Medical
McKesson Corporation (NYSE: MCK), a leading healthcare services and
information technology company, announced today that it has received
notification of early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in
connection with the proposed acquisition of PSS World Medical, Inc.
(NASDAQ:PSSI). The termination of this waiting period satisfies one of
the conditions for McKesson’s proposed acquisition of PSS World Medical.
The transaction remains subject to other customary closing conditions,
including approval by the shareholders of PSS World Medical. Subject to
satisfaction of these other closing conditions, the acquisition is
expected to close in the first calendar quarter of 2013.
As previously announced on October 25, 2012, McKesson and PSS World
Medical have signed a definitive agreement under which McKesson will
acquire all outstanding shares of PSS World Medical for $29.00 per share
in cash.
About McKesson
McKesson Corporation, currently ranked 14th on the FORTUNE 500, is a
healthcare services and information technology company dedicated to
making the business of healthcare run better. We partner 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 http://www.mckesson.com.
About PSS World Medical, Inc.
PSS World Medical, Inc. (Nasdaq:PSSI) markets and distributes medical
products and services to front-line caregivers throughout the United
States. With 4,000 team members, PSS is a leader in the markets it
serves with innovative approaches to customer service and operational
excellence. Its stated purpose is to strengthen the clinical success and
financial health of caregivers by solving their biggest problems. The
Company is focused to accelerate growth in four markets - Physician,
Laboratory, Dispensing, and Home Care & Hospice - with products and
solutions that deliver high quality, cost effective, and convenient
patient care. For more information on PSS, visit www.pssworldmedical.com.
Risk Factors
This press release includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934, 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, including statements regarding the ability
to complete the transaction considering the various closing conditions;
the expected benefits and costs of the transaction; any projections of
earnings, revenues or other financial items; any statements of the
plans, strategies and objectives of management for future operations;
any statements regarding product or service development, extensions or
integration; any statements of expectation or belief; any statements
regarding general industry conditions and competition; any statements
regarding economic conditions; and any statements of assumptions
underlying any of the foregoing. Risks, uncertainties and assumptions
include risks related to the timing or ultimate completion of the
transaction, as the transaction is subject to certain closing
conditions, including receipt of all necessary regulatory clearances and
approval of PSS World Medical’s shareholders; the possibility that
expected benefits may not materialize as expected; McKesson’s ability to
successfully implement integration strategies; as well as the ability to
ensure continued performance or market growth of PSS World Medical’s
products and services. These risks, uncertainties and other factors, and
the general risks associated with the respective businesses of McKesson
and PSS World Medical described in the reports and other documents filed
by each of them with the Securities and Exchange Commission, could cause
actual results to differ materially from those referred to in the
forward-looking statements. All forward-looking statements are based on
information currently available to McKesson and PSS World Medical and
are qualified in their entirety by this cautionary statement. Except as
required by law, neither McKesson nor PSS World Medical assumes any
obligation to update any such forward-looking statements or other
statements included in this press release.
Additional Information and Where to Find It
In connection with the proposed acquisition, PSS World Medical plans to
file a definitive proxy statement with the SEC. INVESTORS AND SECURITY
HOLDERS OF PSS WORLD MEDICAL ARE ADVISED TO READ THE PROXY STATEMENT AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED ACQUISITION. The final proxy statement will be mailed
to shareholders of PSS World Medical. Investors and security holders may
obtain a free copy of the proxy statement when it becomes available, and
other documents filed by PSS World Medical with the SEC, at the SEC’s
web site at http://www.sec.gov.
In addition, you may also obtain McKesson’s filings with the SEC, free
of charge, from McKesson’s website (www.mckesson.com)
under the tab “Investors” through the “SEC Filings” link and you may
obtain PSS World Medical’s filings with the SEC, free of charge, from
PSS World Medical’s website (www.pssworldmedical.com)
under the tab “Investor Relations” through the “SEC Filings” link.
Participants in the Solicitation
McKesson, PSS World Medical and their respective directors, executive
officers and other members of their management and employees may be
deemed to be participants in the solicitation of proxies from PSS World
Medical’s shareholders in connection with the proposed transaction.
Information regarding McKesson’s directors and executive officers is
available in McKesson’s proxy statement for its 2012 annual meeting of
stockholders, which was filed with the SEC on June 15, 2012. Information
regarding PSS World Medical’s directors and executive officers is
available in PSS World Medical’s proxy statement for its 2012 annual
meeting of shareholders, which was filed with the SEC on July 6, 2012.
Additional information regarding participants in the proxy solicitations
and a description of their direct and indirect interests will be
included in the proxy statement and the other relevant documents filed
with the SEC when it becomes available.
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