D & K Healthcare (NASDAQ:DKHR)
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From Jun 2019 to Jun 2024
McKesson Corporation (NYSE:MCK), a leading
pharmaceutical distributor and healthcare services company, and D&K
Healthcare Resources, Inc. (Nasdaq:DKHR) of St. Louis, Missouri, a
leading U.S. regional distributor, today announced that McKesson has
signed a definitive agreement to acquire D&K. Under the agreement,
Spirit Acquisition Corporation, a wholly owned subsidiary of McKesson,
will commence a tender offer for all outstanding D&K shares for $14.50
in cash per share. McKesson will also assume D&K's outstanding debt.
D&K is a leading distributor to independent and regional
pharmacies, primarily in the Midwest, Upper Midwest and the South. The
company, known for its strong customer relationships and personal,
hands-on service, had sales of $2.5 billion in their FY2004.
The acquisition is expected to close in the third calendar quarter
of 2005, subject to customary conditions, including regulatory review.
D&K will become part of McKesson's U.S. Pharmaceutical business. The
acquisition is not expected to have a material impact on McKesson's
Fiscal 2006 financial results. In Fiscal 2007, the acquisition is
expected to be modestly accretive to McKesson earnings per fully
diluted share.
"The anticipated addition of D&K demonstrates McKesson's
commitment to its core pharmaceutical business and to the independent
segment," said Paul Julian, Executive Vice President and Group
President, McKesson Corporation. "D&K represents a natural fit for
McKesson in terms of geographic presence, business model and customer
approach. With its intimate customer relationships, and strong
regional presence, D&K will help complement McKesson's current
pharmaceutical distribution footprint. The combination of McKesson's
and D&K's capabilities will help position both companies' customers to
become stronger."
As part of the Health Mart franchise and under the Valu-Rite
affiliation program, McKesson offers a wide array of products and
services developed specifically to help independent pharmacies and
small chains successfully manage their businesses and compete. One of
the leading services is McKesson's OneStop Generics(TM) program that
leverages the company's resources to allow pharmacies to purchase all
of their generics from one source at significant savings. For
over-the-counter products, McKesson offers Sunmark(TM), the industry's
strongest private brand program with a fast-growing line with more
than 1,000 items. In addition, McKesson's stores benefit from the
managed care contracting organization, AccessHealth(SM), that assists
stores in managing PBM and other payor relationships. McKesson also
offers stores an extensive line of automation equipment and pharmacy
systems.
"We're excited about becoming part of McKesson because both
companies share a strong commitment to customer relationships and are
focused on providing good value to the independent pharmacies that D&K
and McKesson have served for generations," said J. Hord Armstrong,
III, Chairman and CEO of D&K Healthcare Resources, Inc. "D&K's
customers will benefit from the best of both worlds -- the highly
personal service they've come to expect from us, coupled with the
additional products and services that McKesson provides."
"As the oldest drug wholesaler in the country, McKesson has its
roots in servicing independent pharmacies," said Pat Blake, President
of McKesson's Customer Operations group that serves independents. "To
reinforce with legislators and the general public the value of
community pharmacies, we recently launched the advocacy campaign
Health Across America. This campaign is part of our commitment to this
important segment. The combination of McKesson's and D&K's
capabilities will make both companies' customers stronger."
About D&K
D&K Healthcare Resources, Inc. (Nasdaq:DKHR) is a full-service
wholesale distributor of branded and generic pharmaceuticals and
over-the-counter health and beauty aid products. Headquartered in St.
Louis, Missouri, D&K primarily serves independent and regional
pharmacies in the Midwest, Upper Midwest and the South from seven
distribution centers. D&K also offers a number of proprietary
information systems, as well as marketing and business management
solutions. More information can be found at www.dkwd.com.
About McKesson
McKesson Corporation (NYSE:MCK), currently ranked 15 on the
Fortune 500, is a healthcare services and information technology
company dedicated to helping its customers deliver high-quality
healthcare by reducing costs, streamlining processes and improving the
quality and safety of patient care. Over the course of its 172-year
history, McKesson has grown by providing pharmaceutical and
medical-surgical supply management across the spectrum of care;
healthcare information technology for hospitals, physicians, homecare
and payors; hospital and retail pharmacy automation; and services for
manufacturers and payors designed to improve outcomes for patients.
For more information, visit us at www.mckesson.com.
Risk Factors
Except for historical information contained in this press release,
matters discussed may constitute "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, that involve risks and
uncertainties that could cause actual results to differ materially
from those projected, anticipated or implied. These statements may be
identified by their use of forward-looking terminology such as
"believes," "expects," "anticipates," "may," "will," "should,"
"seeks," "approximates," "intends," "plans," "estimates" or the
negative of these words or other comparable terminology. The most
significant of these risks and uncertainties are described in
McKesson's Form 10-K, Form 10-Q and Form 8-K reports filed with the
Securities and Exchange Commission and include, but are not limited
to: the successful consummation of the proposed acquisition, the
resolution or outcome of pending shareholder litigation regarding the
1999 restatement of our historical financial statements; the changing
U.S. healthcare environment, including the impact of recently approved
and potential future mandated benefits; changes in private and
governmental reimbursement or in the delivery systems for healthcare
products and services; governmental efforts to regulate the
pharmaceutical supply chain; changes in pharmaceutical and
medical-surgical manufacturers' pricing, selling, inventory,
distribution or supply policies or practices; changes in customer mix;
substantial defaults in payment or a material reduction in purchases
by large customers; challenges in integrating and implementing the
company's software and software system products, or the slowing or
deferral of demand for these products; the company's ability to
successfully identify, consummate and integrate strategic
acquisitions; changes in generally accepted accounting principles
(GAAP); foreign currency fluctuations; and general economic
conditions. The reader should not place undue reliance on
forward-looking statements, which speak only as of the date they are
made. The company assumes no obligation to update or revise any such
statements, whether as a result of new information or otherwise.
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell shares of D&K. McKesson has not yet
commenced the tender offer described herein. The tender offer will be
made only through a tender offer statement. Investors and shareholders
are strongly advised to read the tender offer statement (including the
offer to purchase and related letter of transmittal) in its entirety
when it is filed and becomes available because it will contain
important information. At the time the offer is commenced, McKesson
will file the tender offer statement with the U.S. Securities and
Exchange Commission and D&K will file a solicitation/recommendation
statement with respect to the offer. The tender offer statement
(including an offer to purchase, a related letter of transmittal and
other offer documents) and the solicitation/recommendation statement
will be made available to all shareholders of D&K at no expense to
them. The tender offer statement (including the offer to purchase, the
related letter of transmittal and all other documents filed with the
Commission), the solicitation/recommendation statement and other filed
documents will also be available for free at the Commission's website
at: www.sec.gov.