agreed to buy
for $1.09 billion in cash.
San Francisco-based McKesson, a big drug distributor, will pay $28 a share in cash for each share of Per-Se, which sells financial and administrative health care solutions for hospitals, physicians and retail pharmacies.
The deal offers a 15% premium to Friday's closing price in Atlanta-based Per-Se.
By the third year, McKesson expects to realize pretax synergies of at least $50 million to $75 million.
The acquisition is expected to close in the first quarter of 2007, McKesson's fourth fiscal quarter, subject to customary conditions, including regulatory review.
While synergies will begin to be realized in the first year, McKesson expects to invest immediately in the future growth of the businesses being acquired.
Excluding special items and including anticipated synergies, the acquisition is expected to be neutral to marginally dilutive to McKesson's EPS in fiscal 2008 and accretive thereafter.
"Per-Se expands our customer base with products and services that augment and strengthen McKesson's solutions portfolio," said McKesson Chief John Hammergren. "An increasingly complex reimbursement environment, a rapidly emerging market for physician office software, and the continued need for products and services to help our retail pharmacy customers compete more effectively and profitably, all create opportunities for McKesson to accelerate future growth. Per-Se's highly regarded products and services strengthen our position in each of these key areas while also providing valuable scale. We look forward to welcoming the creativity and energy of Per-Se's employees to McKesson."
ValueAct Capital, the beneficial owner of approximately 15.5% of Per-Se's voting common stock, and certain of its affiliates, have executed a Voting Agreement in conjunction with the Merger Agreement under which ValueAct and its affiliates agree to vote their Per-Se shares in favor of the transaction.