Celesio AG (DB:CLS1) agreed to acquire certain supply chain business assets and MASTA business division assets from UDG Healthcare plc (LSE:UDG), United Drug Distributors, Dublin Drug Company Limited, Alchem Plc and United Drug (UK) Holdings Limited for approximately €410 million in cash on August 24, 2015. All consents required from lenders under the Group's finance facilities to permit the disposal were received. McKesson Corporation (NYSE:MCK) entered into a conditional agreement to acquire certain supply chain business assets and MASTA business division assets from UDG Healthcare plc (LSE:UDG) for €407 million in cash on September 18, 2015. Under the terms of agreement, the business that will be transferred are United Drug Supply Chain Services, MASTA Ltd., Sangers (Northern Ireland) Ltd and Temperature Controlled Pharmaceuticals Ltd. The consideration offered by McKesson comprise of €407.5 million cash on a debt free basis.

A termination fee in the amount of €15 million is payable to the purchaser by UDG in circumstances where: the company sells any of the disposed businesses to a third party, the Directors modify, qualify or withdraw their recommendation to vote in favour of the Resolution or the Extraordinary General Meeting is cancelled or is postponed or adjourned to a date later than November 18, 2015. The assets being disposed has an EBITDA of €30.32 million, revenue of €1.36 billion, total assets of €0.98 million and net assets of €0.40 million in the twelve months ending September 30, 2014. Post-transaction, Liam FitzGerald, current Chief Executive Officer of UDG plans to step down and retire and Brendan McAtamney, current Chief Operating Officer is nominated by the board as the new Chief Executive Officer of UDG.

The transaction is subject to approval of UDG shareholders at an extra-ordinary shareholders meeting on October 13, 2015 and approval from applicable regulatory and competition authorities. A general meeting of UDG shareholders is scheduled on October 13, 2015. The Board of UDG unanimously recommended the shareholders to vote in favour of the deal. As on September 21, 2015, the UK Listing Authority approved the deal. As on October 13, 2015, UDG Healthcare plc has resolved to dispose of the United Drug Supply Chain Services, United Drug Sangers, TCP Group and MASTA businesses on the terms of the transaction agreements and authorized the Directors to complete the disposal and make any non-material amendments to these terms as necessary. As of March 4, 2016, European Commission has approved the part of the transaction affecting the European Economic Area (EEA) outside the UK. As of April 5, 2016, CMA has made an Initial Enforcement Order in respect of the acquisition of MASTA and Sangers. As on June 29, 2016, CMA approved the acquisition in respect of MASTA and Sangers. The transaction is anticipated to complete by March 31, 2016.

Ben Thorpe and Chris Emmerson of Goldman Sachs International acted as financial advisor to UDG Healthcare plc (LSE:UDG). Simon Hardy and Henry Elphick of Jefferies acted as UK Corporate brokers to UDG. KPMG acted as the auditor for UDG. Benjamin Parameswaran, Alexandra Kamerling, Jon Kenworthy, Cristina Villafrade and Sebastian Decker of DLA Piper acted as the legal advisor for McKesson. David O'Donnell, Matthew Cole, Niall Collins and Ciaran Healy of Mason, Hayes & Curran acted as the legal advisor for McKesson. David Widger of A&L Goodbody acted as the legal advisor for UDG.

Celesio AG (DB:CLS1) completed the acquisition of certain supply chain business assets and MASTA business division assets from UDG Healthcare plc (LSE:UDG), United Drug Distributors, Dublin Drug Company Limited, Alchem Plc and United Drug (UK) Holdings Limited on April 1, 2016.