The offers to purchase Celesio shares (“ Takeover Offer”) and convertible bonds (“ Tender Offers” and together with the Takeover Offer, the “ Offers”) are solely made by the respective offer document published by Dragonfly GmbH & Co. KGaA (“ Dragonfly”), an indirect wholly-owned subsidiary of McKesson Corporation (“ McKesson”), on December 5, 2013 and is exclusively subject to such offer document’s terms and conditions. The terms and conditions contained in such offer document may differ from the general information described in this press release.Investors and holders of the shares or convertible bonds of Celesio are strongly advised to read the relevant documents regarding the Takeover Offer and the Tender Offers because they contain important information. Investors and holders of the shares or convertible bonds of Celesio can obtain these documents at the website http://www.GlobalHealthcareLeader.com. The Tender Offers are not subject to the German Securities Acquisition and Takeover Act ( Wertpapiererwerbs- und Übernahmegesetz, (“ WpÜG”)) and have not been reviewed by the German Federal Financial Supervisory Authority ( Bundesanstalt für Finanzdienstleistungsaufsicht (“ BaFin”)). Holders of the shares or convertible bonds of Celesio are strongly recommended to seek independent advice in order to reach an informed decision in respect of the content of the offer documents and with regard to the Takeover Offer or the Tender Offers. The Offers are issued exclusively under the laws of the Federal Republic of Germany (“ 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, and certain applicable provisions of the securities laws of the United States of America (“ United States”). The Offers will not be executed according to the provisions of jurisdictions (including the jurisdictions of Australia and Japan) other than those of the Germany and certain applicable provisions of securities laws of the United States. Thus, no other announcements, registrations, admissions or approvals of the Offers outside Germany have been or will be filed, arranged for or granted. The holders of the shares of or convertible bonds of Celesio cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than such provisions of Germany. Any contract that will be concluded on the basis of the Offers will be exclusively governed by the laws of Germany and will to be interpreted in accordance with such laws. Neither McKesson nor any persons acting in concert with McKesson within the meaning of Section 2 para 5 of the WpÜG have authorized the publication, sending, distribution, or dissemination of this press release or any other document associated with the Offers by third parties outside Germany, the United States and Canada. Neither McKesson nor persons acting in concert with McKesson within the meaning of Section 2 para. 5 of the WpÜG are in any way responsible for the compliance of the publication, sending, distribution or dissemination of this press release or any other document associated with the Offers by a third party outside of Germany, the United States and Canada to any jurisdiction with legal provisions other than those of Germany, the United States and Canada.
The publication, sending, distribution or dissemination of this press release in certain jurisdictions other than Germany, the United States and Canada may be governed by laws of jurisdictions other than Germany, the United States and Canada in which the publication, sending, distribution or dissemination are subject to legal restrictions. Persons who are not resident in Germany, the United States or Canada or who are for other reasons subject to the laws of other jurisdictions should inform themselves of, and observe, the laws of such other jurisdictions.This press release is not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. If you are a resident of the United States, please read the following: The Offers are being made for the securities of a non-U.S. company and will be subject to the disclosure and procedural laws, standards and practices of jurisdictions other than the U.S., although the Offers are made in reliance on, and compliance with, Section 14(e) of the Exchange Act and Regulation 14E thereunder, as exempted thereunder by Rule 14d-1(c). In accordance with the Offers, McKesson, Dragonfly, certain affiliated companies and their respective nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Celesio shares or convertible bonds outside the Offers 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.