Gleiss Lutz advises Goldman Sachs and Bank of America on McKesson’s second attempted takeover of Celesio

Just 10 days after McKesson’s takeover bid for Celesio failed on 13 January 2014 because it missed the required minimum acceptance rate, the US health-care corporation has concluded an agreement with Franz Haniel & Cie. GmbH to acquire 75.99 per cent of the current shares in Celesio. Haniel had previously increased its stake in Celesio from 50.01 to 75.99 per cent. In addition, McKesson purchased Celesio convertible bonds from hedge fund Elliott Management Corp., providing it with ownership of more than 75 percent of Celesio’s shares on a fully diluted basis (following exercise of the bonds). In a voluntary takeover bid, McKesson will offer the remaining shareholders EUR 23.50 in cash per share. Thus, McKesson has succeeded in its second attempt to acquire Celesio.  

McKesson has a bridge financing facility in place to fund most of the purchase price for the multi-billion euros transaction.  

Like on McKesson’s first attempt to take over Celesio, Gleiss Lutz advised the financing banks Goldman Sachs and Bank of America on takeover, corporate and finance aspects of German law.  

The following team of Gleiss Lutz lawyers advised Goldman Sachs and the Bank of America on the transaction: Dr. Christian Cascante, Dr. Jochen Tyrolt (both partners, corporate/M&A, Stuttgart, both lead), Dr. Helge Kortz (partner), Frank Schlobach (both banking and finance, Frankfurt), Maike Sauter (corporate/M&A, Stuttgart).  

Gleiss Lutz advised Goldman Sachs and the Bank of America together with a team of lawyers from Davis Polk & Wardwell, New York.