McKesson makes low-ball bid to Celesio shareholders

FRANKFURT Wed May 14, 2014 8:36am EDT

The headquarters of Celesio, an international wholesale and retail company and provider of logistics and services to the pharmaceutical and healthcare sectors, are pictured in Stuttgart January 24, 2014. REUTERS/Michaela Rehle

The headquarters of Celesio, an international wholesale and retail company and provider of logistics and services to the pharmaceutical and healthcare sectors, are pictured in Stuttgart January 24, 2014.

Credit: Reuters/Michaela Rehle

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FRANKFURT (Reuters) - U.S. drugs wholesaler McKesson (MCK.N) plans to offer investors who did not tender their shares in Celesio (CLSGn.DE) less than what it paid previously, as it seeks full control over the German peer.

The offer of 22.99 euros ($32) a share is 2.2 percent below the 23.50 euro per share bid that secured McKesson 75 percent-ownership of Celesio in January.

Minority investors who stay on board after a takeover bid has succeeded typically reject lower offers and seek a mark-up on the offer in court. Some hedge funds specialize in this strategy, dubbed "playing the back end".

Reflecting optimism that holding out will pay off, Celesio shares extended gains to trade 0.6 percent higher at 25.09 euros.

Celesio said in a statement on Wednesday that its executive board and McKesson on Wednesday started consultations on a so-called domination and profit transfer agreement, which will allow the U.S. group to take full control and tap the German company's cash flows.

McKesson's bid succeeded following drawn-out negotiations with Celesio shareholder Elliott International, an activist hedge fund.

Celesio said the 22.99 euros on offer to remaining shareholders was equal to the three-month volume-weighted average share price before McKesson gained control.

It added shareholders were offered a premium over the 22.42 euros that Celesio was valued at by auditor KPMG in an appraisal commissioned by Celesio and McKesson.

(Reporting by Arno Schuetze; Editing by Ludwig Burger and Elaine Hardcastle)

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