UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report:
Date of earliest event reported:
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November 7, 2006
November 5, 2006 |
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McKesson Corporation
(Exact name of registrant as specified in its charter)
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| Delaware |
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1-13252 |
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94-3207296 |
(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
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| McKesson Plaza, One Post Street, San Francisco, CA |
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94104 |
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(Zip Code) |
(415) 983-8300
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
ý Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On November 5, 2006, McKesson Corporation (“McKesson”), Per-Se Technologies, Inc.
(“Per-Se”) and Packet Merger Sub Inc., a wholly owned subsidiary of McKesson (“Merger
Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing
for the acquisition of Per-Se by McKesson.
Under the
terms and subject to the conditions set forth in the Merger
Agreement, Merger Sub will
be merged with and into Per-Se (the “Merger”), the separate corporate existence of Merger
Sub will cease and Per-Se will continue as the surviving corporation of the Merger and as a
wholly-owned subsidiary of McKesson. Pursuant to the Merger Agreement, at the effective time of
the Merger, each share of common stock of Per-Se issued and outstanding immediately prior to the
effective time (other than shares held by Per-Se, McKesson or any of their subsidiaries, or any
stockholders who properly exercise appraisal rights under Delaware law), will be automatically
converted into the right to receive $28.00 in cash per share, without interest.
The consummation of the Merger is subject to various customary conditions, including adoption of
the Merger Agreement by Per-Se’s stockholders and the expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The Merger Agreement contains customary representations and warranties between Per-Se and McKesson
and Merger Sub. The Merger Agreement also contains customary covenants and agreements, including
covenants providing for the parties to use reasonable best efforts to cause the closing to be
completed. The Merger Agreement also requires Per-Se to call and hold a meeting of its
stockholders to adopt the Merger Agreement as soon as reasonably practicable.
The Merger Agreement contains certain termination rights and provides that, upon the termination of
the Merger Agreement under specified circumstances, Per-Se may be required to pay McKesson a
termination fee of $44,000,000.
Concurrent with the execution of the Merger Agreement, ValueAct Capital Master Fund, L.P., VA
Partners, L.L.C. and ValueAct Capital Management, L.P. (collectively, the “ValueAct
Holders”) entered into a Voting Agreement (the “Voting Agreement”) with McKesson (and,
for limited purposes, Per-Se). Pursuant to the Voting Agreement, the ValueAct Holders agreed to
vote their shares of Per-Se common stock, which represent approximately 15.5% of Per-Se’s
outstanding common stock, in favor of the Merger. The Voting Agreement will terminate upon any termination of the
Merger Agreement and in certain other specified circumstances.
The foregoing description of the Merger Agreement and Voting Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement and Voting
Agreement, which are attached as Exhibits 2.1 and 99.1, respectively, to this Current Report on
Form 8-K and each is incorporated herein by reference. The Merger Agreement and Voting Agreement
each contain representations and warranties made by and to the parties thereto as of specific
dates. The assertions embodied in those representations and warranties were made for purposes of
the respective agreements and are subject to qualifications and limitations agreed by the
respective parties in connection with negotiating the terms of the agreements. In addition,
certain representations and warranties were made as of a specified date, may be subject to a
contractual standard of materiality different from what might be viewed as material to
stockholders, or may have been used for the purpose of allocating risk between the respective
parties rather than establishing matters as facts. For the foregoing reasons, no person should
rely on the representations and warranties as statements of factual information at the time they
were made or otherwise.
Additional Information and Where to Find it
In connection with the proposed acquisition, Per-Se plans to file a proxy statement with the SEC.
INVESTORS AND SECURITY HOLDERS OF PER-SE 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 stockholders of Per-Se. Investors and security holders may obtain a free copy of the
proxy statement when it becomes available, and other documents filed by Per-Se 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 Per-Se’s filings with the
SEC, free of charge, from Per-Se’s website (www.Per-Se.com) under the tab “Investor
Relations” through the “SEC Filings” link.
McKesson, Per-Se and their respective directors, executive officers and other members of their
management and employees may be deemed to be soliciting proxies from Per-Se’s stockholders in favor
of the proposed acquisition. Information regarding McKesson’s directors and executive officers is
available in McKesson’s proxy statement for its 2006 annual meeting of stockholders, which was
filed with the SEC on June 15, 2006. Information regarding Per-Se’ directors and executive
officers is available in Per-Se’s proxy statement for its 2006 annual meeting of stockholders,
which was filed with the SEC on April 14, 2006. Additional information regarding the interests of
such potential Per-Se participants will be included in the proxy statement and the other relevant
documents filed with the SEC when they become available.
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits |
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2.1 |
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Agreement and Plan of Merger, dated as of November 5, 2006, by and among
McKesson Corporation, Packet Merger Sub Inc. and Per-Se Technologies, Inc. |
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99.1 |
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Voting Agreement, dated as of November 5, 2006, by and among ValueAct
Capital Master Fund, L.P., VA Partners, L.L.C., ValueAct Capital
Management, L.P., McKesson Corporation, and solely for the purposes of
Section 5.02 thereof, Per-Se Technologies, Inc. |