October 25, 2012
McKesson to Purchase PSS World Medical, Inc. in a Transaction
Valued at $2.1 Billion
SAN FRANCISCO & JACKSONVILLE, Florida, October 25, 2012
- McKesson Corporation (NYSE: MCK), a leading
healthcare services and information technology company, and
PSS World Medical, Inc. (NASDAQ: PSSI), announced today that
the two companies have signed a definitive agreement under
which McKesson will acquire all outstanding shares of PSS
World Medical for $29.00 per share in cash. PSS World Medical
and McKesson's Medical Surgical business will combine to
form a leading provider of medical supplies, services and
technology to physician and extended care customers.
The total transaction, including the assumption of PSS World
Medical's outstanding debt, is valued at approximately
$2.1 billion. The transaction, which has been approved by the
boards of directors of both companies, is subject to
customary closing conditions, including all necessary
regulatory clearances and the approval of PSS World
Medical's shareholders. By the fourth year following the
close of the transaction, McKesson expects to realize annual
pre-tax synergies in excess of $100 million.
"The combination of McKesson's Medical Surgical
business and PSS World Medical is an exciting next step in
McKesson's commitment to improve business health and
clinical performance across healthcare," said John H.
Hammergren, chairman and chief executive officer, McKesson
Corporation. "The unified organization will bring
extensive distribution capabilities, deep product and
technology expertise and a broad portfolio of business
services to an expanding industry, helping our customers
improve efficiency and productivity, and deliver better
care."
McKesson plans to utilize each organization's robust
distribution infrastructure, private label offerings, and
sales and customer service teams to provide the best of both
companies to customers. With the combined entity, customers
will have access to a broader array of medical products and
services coupled with the additional convenience and
efficiency of working with a single delivery
organization.
"PSS World Medical and McKesson are both highly
customer-focused companies with a shared commitment to
strengthening the clinical success and financial health of
caregivers by solving their most important problems,"
said Gary A. Corless, president and chief executive officer,
PSS World Medical. "This transaction positions the
combined business to advance this shared mission and enhance
the value we deliver to physicians and extended care
customers. This combination creates opportunities for our
team members and greater value for the shareholders of both
organizations."
Following the close of the transaction, the combined business
will be reported as part of McKesson's Distribution
Solutions segment, reporting to Paul Julian, executive vice
president and group president, McKesson Corporation. "We
are extremely excited to bring these two great organizations
together under two very talented leaders", said John H.
Hammergren, chairman and chief executive officer.
"Stanton McComb, who will become president of the
combined business, is a 10 year veteran of McKesson and has
held various senior leadership roles in the company,
including serving as the president of McKesson's Medical
Surgical business since March 2011. Upon the close of the
transaction, Gary Corless, president and chief executive
offer of PSS World Medical, will become chief operating
officer of the combined organization. These two executives
have outstanding track records of delivering results and
building highly motivated teams, and we are excited about the
opportunity to bring together the very best of these two
organizations."
As a result of this transaction announcement, PSS World
Medical has cancelled its fiscal year 2013 second quarter
conference call scheduled for today. PSS World Medical's
second quarter results will be announced with the filing of
its quarterly report on Form 10-Q with the Securities and
Exchange Commission.
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, visi h t ttp://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 proxy statement with the SEC.
INVESTORS AN 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 stateme
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 they become available.
### McKesson Contacts:
Erin Lampert, 415-983-8391 (Investors and Financial
Media)
Erin.Lampert@McKesson.com
Kris Fortner, 415-983-8352 (General and Business Media) Kris.Fortner@McKesson.com
PSS World Medical Contact:
Jenny Kobin, 904-332-3287 (Investors and Media) Investor-info@pssd.com