Important Legal Information
Important Legal Information
This web site has been prepared solely for the purpose of providing information regarding the proposed business combination between McKesson Corporation, San Francisco, USA (“McKesson”), and Celesio AG. McKesson files annual, quarterly and current reports and other information with the U.S. Securities and Exchange Commission (the “SEC”). You may access and read its SEC filings through the SEC’s Internet site at www.sec.gov.
Dragonfly GmbH & Co. KGaA (“Dragonfly”), a wholly owned subsidiary of McKesson, has published the offer document in relation to the voluntary public takeover offer (the “Takeover Offer”) to the shareholders of Celesio AG (the “Celesio Shareholders”) to acquire all shares in Celesio AG (the “Celesio Shares”) which was announced on 23 January 2014.
On the following pages you will find the offer document for the Takeover Offer along with further documents in relation to the Takeover Offer. The publications required under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”)) will also be made available on the following pages in due time.
The announcements and the information on this web site do not constitute an invitation to make an offer to sell Celesio Shares. With the exception of the offer document in relation to the Takeover Offer, announcements and information on this web site also do not constitute an offer to purchase Celesio Shares and are not for the purposes of Dragonfly making any representations or entering into any other binding legal commitments. An offer to purchase Celesio Shares is solely made by the offer document and is exclusively subject to the offer document’s terms and conditions. The terms and conditions contained in the offer document may differ from the general information described on this web site.
Investors and shareholders of Celesio AG are strongly advised to read the relevant documents regarding the Takeover Offer because they contain important information.
Celesio Shareholders are strongly recommended to seek independent advice, where appropriate, in order to reach an informed decision in respect of the content of the offer document and with regard to the Takeover Offer.
The Takeover Offer is issued exclusively under the laws of the Federal Republic of Germany, especially under the WpÜG and the Regulation on the Content of the Offer Document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Issue an Offer (“WpÜG Offer Regulation”), and certain applicable provisions of the securities law of the United States of America (“United States”). The Takeover Offer is not executed according to the provisions of jurisdictions (including the jurisdictions of Australia and Japan) other than those of the Federal Republic of Germany and certain applicable provisions of securities law of the United States. Thus, no other announcements, registrations, admissions or approvals of the Takeover Offer outside the Federal Republic of Germany have been or will be filed, arranged for or granted. The shareholders of Celesio AG cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than such provisions of the Federal Republic of Germany. Any contract that will be concluded on the basis of the Takeover Offer will be exclusively governed by the laws of the Federal Republic of Germany and will to be interpreted in accordance with such laws.
Neither Dragonfly nor any person acting jointly with Dragonfly within the meaning of Section 2 para. 5 of the WpÜG have authorized the publication, sending, distribution, or dissemination by third parties of the announcements and information on this web site or any other document associated with the Takeover Offer outside the Federal Republic of Germany, the United States and Canada. Neither Dragonfly nor persons acting in concert with Dragonfly within the meaning of Section 2 para. 5 of the WpÜG are in any way responsible for the compliance of the publication, sending, distribution, or dissemination of any of the announcements or information on this web site or any other document associated with the Takeover Offer by a third party outside of the Federal Republic of Germany, the United States and Canada to any jurisdiction with legal provisions other than those of the Federal Republic of Germany, the United States and Canada.
The publication, sending, distribution or dissemination of the announcements and information on this web site in certain jurisdictions other than the Federal Republic of Germany, the United States and Canada may be governed by laws of jurisdictions other than the Federal Republic of Germany, the United States and Canada in which the publication, sending, distribution or dissemination are subject to legal restrictions. Persons who are not resident in the Federal Republic of Germany the United States and Canada or who are for other reasons subject to the laws of other jurisdictions should inform themselves of, and observe, those.
The announcements and the information on this web site contain “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”), 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.
These statements do not represent facts and may be characterized by words such as “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions, or current expectations of McKesson, the persons acting in concert with McKesson pursuant to Section 2 para. 5 of the WpÜG and Celesio AG with respect to possible future events, e.g., regarding possible consequences of the Takeover Offer for McKesson or Celesio AG, for those shareholders of Celesio AG who choose not to accept the Takeover Offer or for future financial results of McKesson or Celesio AG. Such forward-looking statements are based on current plans, estimates and forecasts which McKesson, the persons acting in concert with McKesson pursuant to Section 2 para. 5 of the WpÜG and Celesio AG have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and generally cannot be influenced by McKesson, the persons acting in concert with McKesson within the meaning of Section 2 para. 5 of the WpÜG or Celesio AG. The forward-looking statements contained in the announcements and information on this web site could turn out to be incorrect and/or future events and developments could considerably deviate from the forward-looking statements on this web site. No assurances can be given that the forward-looking statements in the offer document in relation to the Takeover Offer or any other document associated with the Takeover Offer will be realized. Subject to compliance with applicable law and regulations, neither McKesson nor Dragonfly intend to update these forward-looking statements or to undertake any obligation to do so.
If you are a resident of the United States, please read the following:
The Takeover Offer will be made for the securities of a non-U.S. company and will be subject to the disclosure and procedural laws, standards and practices of jurisdictions other than the United States, although it is intended to be made in the United States in reliance on, and compliance with, Section 14(e) of the Exchange Act and Regulation 14E thereunder.
In accordance with the Takeover Offer, McKesson, Dragonfly, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Celesio Shares and convertible bonds issued by Celesio Finance B.V. outside the Takeover Offer also during the period in which the Takeover Offer remains open for acceptance. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the Exchange Act.