Target company: Celesio AG; Bidder: Dragonfly GmbH & Co. KGaA Dissemination of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a company of EQS Group AG. The bidder is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Announcement of the decision to make a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to section 10 para. 1 in conjunction with sections 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) Offeror: Dragonfly GmbH & Co. KGaA Eschenheimer Anlage 1 60313 Frankfurt am Main Germany registered with the commercial register of the local court (Amtsgericht) of Frankfurt am Main under HRB 97726 Target: Celesio AG Neckartalstraße 155 70376 Stuttgart Germany registered with the commercial register of the local court (Amtsgericht) of Stuttgart under HRB 9517 ISIN: DE 000CLS1001 WKN: CLS 100 ISIN: DE 000A1AN5K5 WKN: A1AN5K ISIN: DE 000A1GPH50 WKN: A1GPH5 Dragonfly GmbH & Co. KGaA ('Dragonfly'), a wholly owned subsidiary of McKesson Corporation, San Francisco, USA, decided today to make a voluntary public takeover offer to the shareholders of Celesio AG (the 'Takeover Offer') for the acquisition of their non-par-value registered shares (auf den Namen lautende Stückaktien) in Celesio AG (DE 000CLS1001; the 'Celesio Shares'). Dragonfly intends to offer a consideration in cash of EUR 23.00 per Celesio Share. Dragonfly expects to make the Takeover Offer subject to completion conditions relating to certain regulatory clearances and a minimum acceptance threshold of 75% of the Celesio Shares on a fully diluted basis. Otherwise the Takeover Offer will be made on the terms and conditions set forth in the respective offer document. Dragonfly has already entered into a share purchase agreement with Franz Haniel & Cie. GmbH for the acquisition of 50.01% of the Celesio Shares currently outstanding completion of which is only subject to conditions relating to regulatory clearances and a minimum acceptance threshold of 75% of the Celesio Shares on a fully diluted basis. In addition, Dragonfly, McKesson Corporation and Celesio AG have entered into a Business Combination Agreement with a view to strengthening their respective businesses. Dragonfly also decided today to make separate public offers not regulated under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, ('WpÜG')) to the holders of the convertible bonds issued by Celesio Finance B.V., namely in respect of the convertible bonds in the nominal aggregate amount of EUR 350 million due October 2014 (ISIN DE 000A1AN5K5; the '2014 Convertible Bond') and the convertible bonds in the nominal amount of EUR 350 million due April 2018 (ISIN DE 000A1GPH50; the '2018 Convertible Bond' and together with the 2014 Convertible Bond the 'Convertible Bonds') (the 'Bond Offers' and together with the Takeover Offer the 'Offers'). Dragonfly intends to offer a consideration in cash of EUR 53,117.78 per 2014 Convertible Bond in a nominal amount of EUR 50,000 and EUR 120,798.32 per 2018 Convertible Bond in a nominal amount of EUR 100,000. The Bond Offers are expected to be made subject to the same completion conditions and is intended to run on the same timetable as the Takeover Offer. Otherwise the Bond Offers will be made on the terms and conditions set forth in the respective offer document. The offer documents for the Takeover Offer and the Bond Offers (in German and a non-binding English translation) containing the detailed terms and conditions of, and other information relating to, the Takeover Offer and the Bond Offers, respectively, will be published on the internet at http://www.GlobalHealthcareLeader.com. The offer documents for the Offers will also be published by way of a notice of availability in the Federal Gazette (Bundesanzeiger). Important Notice The terms and conditions of the Takeover Offer will be published in the offer document for the Takeover Offer only after the permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) has been obtained. Investors and holders of Celesio Shares are strongly advised to read the relevant documents regarding the Takeover Offer published by Dragonfly when they become available because they will contain important information. Investors and shareholders of Celesio AG will be able to receive these documents, when they become available, at the website http://www.GlobalHealthcareLeader.com. Upon publication, the offer document for the Takeover Offer will also be available free of charge at a specified location and will be mailed to investors and shareholders of Celesio AG free of charge upon request. The terms and conditions of the Bond Offers will be published in the offer document for the Bond Offers on or about the time as the offer document for the Takeover Offer will be published. The Bond Offers will not be subject to the WpÜG and will not be reviewed by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Investors and holders of Convertible Bonds are strongly advised to read the relevant documents regarding the Bond Offers published by Dragonfly when they become available because they will contain important information. Investors and holders of Convertible Bonds of Celesio AG will be able to receive these documents, when they become available, at the website http://www.GlobalHealthcareLeader.com. Upon publication, the offer document for the Bond Offers will also be available free of charge at a specified location and will be mailed to investors and holders of Convertible Bonds free of charge upon request. This announcement is for information purposes only and does not constitute an invitation to make an offer to sell Celesio Shares or Convertible Bonds. This announcement does not constitute an offer to purchase Celesio Shares or Convertible Bonds and is not for the purposes of Dragonfly making any representations or entering into any other binding legal commitments. An offer to purchase Celesio Shares or Convertible Bonds will be solely made by the respective offer document which are to be published by Dragonfly in due course and is exclusively subject to their terms and conditions. The terms and conditions contained in the respective offer document may differ from the general information described in this announcement. Shareholders of Celesio AG and holders of Convertible Bonds are strongly recommended to seek independent advice, where appropriate, in order to reach an informed decision in respect of the content of the offer document and with regard to the Takeover Offer or the Bond Offers. The Offers will be issued exclusively under the laws of the Federal Republic of Germany, the Takeover Offer especially under the WpÜG and the Regulation on the Content of the Offer Document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Issue an Offer ('WpÜG Offer Regulation'), and certain applicable provisions of U.S. securities law. The Offers will not be executed according to the provisions of jurisdictions (including the jurisdictions of Australia, and Japan) other than those of the Federal Republic of Germany and certain applicable provisions of U.S. securities law. Thus, no other announcements, registrations, admissions or approvals of the Offers outside the Federal Republic of Germany will be filed, arranged for or granted. The shareholders of Celesio AG and holders of Convertible Bonds cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than such provisions of the Federal Republic of Germany. Any contract that will be concluded on the basis of the Offers will be exclusively governed by the laws of the Federal Republic of Germany and will to be interpreted in accordance with such laws. Dragonfly has not approved the publication, sending, distribution, or dissemination of this announcement or any other document associated with the Offers by third parties outside the Federal Republic of Germany. Neither Dragonfly nor persons acting in concert with Dragonfly within the meaning of Section 2 para. 5 sentence 1 and sentence 3 WpÜG are in any way responsible for the compliance of the publication, sending, distribution, or dissemination of this announcement or any other document associated with the Offers by a third party outside of the Federal Republic of Germany to any jurisdiction with legal provisions other than those of the Federal Republic of Germany. The publication, sending, distribution or dissemination of this announcement in certain jurisdictions other than the Federal Republic of Germany may be governed by laws of jurisdictions other than the Federal Republic of German in which the publication, sending, distribution or dissemination are subject to legal restrictions. Persons who are not resident in the Federal Republic of Germany or who are for other reasons subject to the laws of other jurisdictions should inform themselves of, and observe, those. If you are a resident of the United States, please read the following: The Offers will be made for the securities of non-US companies and will be subject to the disclosure and procedural laws, standards and practices of jurisdictions other than the US, although are intended to be made in the United States in reliance on, and compliance with, Section 14(e) of the US Securities Exchange Act of 1934 (the 'Exchange Act') and Regulation 14E thereunder, as exempted thereunder by Rule 14d-1(c). In accordance with the intended Offers, McKesson Corporation, Dragonfly, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Celesio Shares or Convertible Bonds outside the Offers also during the period in which the Offers remain open for acceptance. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the Exchange Act. Frankfurt am Main, 24 October 2013 Dragonfly GmbH & Co. KGaA The Board of Managing Directors End of WpÜG announcement 24.10.2013DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime Standard), München und Stuttgart; Freiverkehr in Hamburg und Hannover