* Company to offer 23.50 euro/shr for remaining shares
* McKesson say to enter into domination agreement with
* Elliott, Haniel offered to sell combined stake of 75 pct
FRANKFURT, Jan 23 U.S. drugs distributor
McKesson succeeded in its second attempt to win control
of German peer Celesio in a deal with Celesio's two
largest shareholders, German investment group Haniel and U.S.
hedge fund Elliott.
McKesson, the largest U.S. drugs wholesale group, said late
on Thursday that agreements with the two shareholders secured it
ownership of about 75 percent of Celesio shares, including those
from bonds that convert into shares, and that it would make a
fresh offer for the remaining shares.
The offer of 23.50 euros per share, which values Celesio at
about 6.2 billion euros ($8.5 billion) including debt, would not
be subject to any completion conditions, it said.
The company did not say how much it offered to pay for the
Family-owned conglomerate Franz Haniel & Cie,
Celesio's majority shareholder, had been in talks on Thursday
for a deal that could salvage its on-off takeover by McKesson,
people familiar with the negotiations told Reuters earlier.
Haniel's previous attempt crumbled this month, when McKesson
failed to reach the 75 percent shareholder acceptance it had set
as a condition for a Celesio takeover, even after agreeing to
Elliott's demands for a sweetened bid.
Elliott afterwards increased its stake in Celesio, giving it
and Haniel enough shares between them broker a new deal with
McKesson wanted to acquire Celesio to further its push to
become a global leader in drugs distribution, boosting its
bargaining power with big pharmaceutical companies such as
Novartis and Teva.
Haniel, now in for 2 billion euros in proceeds, has been
shedding assets to offset a massive 2012 write-down on its
holding in German retailer Metro and reduce a debt
burden that stood at 1.6 billion euros ($2.17 billion) at Sept.
McKesson said it could now enter into a so-called domination
and profit and loss transfer agreement with Celesio, which will
allow it to take control over Celesio and gain access to its