McKesson Corporation (NYSE:MCK) received notice of an unsolicited
“mini-tender” offer by TRC Capital Corporation (TRC Capital) to purchase
up to 1 million shares of McKesson’s common stock at a price of $182.00
per share in cash. The offering price is 4.5 percent below the closing
price per share of McKesson’s common stock on December 14, 2015, the
last trading day before the commencement of the offer. The offer is for
approximately 0.43 percent of the outstanding shares of McKesson’s
common stock as of September 30, 2015.
In accordance with rules of the U.S. Securities and Exchange Commission
(SEC), McKesson must respond to this tender offer within 10 business
days of commencement. McKesson does not endorse or recommend TRC
Capital’s unsolicited mini-tender offer as it represents a significant
discount to the current market price of $197.30 per share as of December
22, 2015. McKesson is not associated with TRC Capital, its mini-tender
offer or the mini-tender offer documentation.
TRC Capital has made many similar mini-tender offers for the shares of
other companies. Because TRC Capital’s mini-tender offer is for less
than 5 percent of McKesson’s outstanding shares, it is not subject to
many of the disclosure and procedural requirements of the SEC that are
designed to protect investors. The SEC has cautioned investors about
mini-tender offers, noting that “some bidders make mini-tender offers at
below-market prices, hoping that they will catch investors off guard if
the investors do not compare the offer price to the current market
price.” The SEC’s guidance to investors on mini-tender offers is
available at www.sec.gov/investor/pubs/minitend.htm.
Shareholders should obtain current market quotations for their shares,
consult with their broker or financial advisor, and exercise caution
with respect to TRC Capital’s mini-tender offer. McKesson recommends
that shareholders who have not responded to TRC Capital’s offer take no
action. Shareholders who have already tendered their shares may withdraw
them at any time prior to 12:01 a.m., New York City time on Friday,
January 15, 2016, in accordance with TRC Capital’s offering documents.
McKesson encourages brokers and dealers, as well as other market
participants, to review the SEC’s letter regarding broker-dealer
mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
McKesson requests that a copy of this press release be included with all
distributions of materials relating to TRC Capital’s mini-tender offer.
About McKesson Corporation
McKesson Corporation, currently ranked 11th on the FORTUNE 500, is a
healthcare services and information technology company dedicated to
making the business of healthcare run better. McKesson partners 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.
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