Participants in the McKesson Corporation 401(k) Retirement Savings Plan (the “McKesson 401(k) Plan”) should follow the special directions that are being sent to them by the plan administrator. Such participants may not use the Letter of Transmittal to tender shares of McKesson Common Stock held in the McKesson stock fund of the McKesson 401(k) Plan. Such participants may instruct the plan trustee to tender all, some or none of the shares of McKesson Common Stock allocable to their respective McKesson 401(k) Plan accounts, subject to certain limitations set forth in any directions provided by the plan administrator. As set forth in greater detail in these special directions, in order to allow sufficient time for the tender of shares by the trustee of the McKesson 401(k) Plan, plan participants must provide the tabulator for the trustee of the McKesson 401(k) Plan with the requisite instructions by 4:00 p.m., New York City time, on March 3, 2020. If the exchange offer is extended, and if administratively feasible, the deadline for receipt of these participant instructions may also be extended.
MCKESSON’S OBLIGATION TO EXCHANGE SHARES OF SPINCO COMMON STOCK FOR SHARES OF MCKESSON COMMON STOCK IS SUBJECT TO CERTAIN CONDITIONS, AS DESCRIBED IN THE PROSPECTUS, WHICH YOU SHOULD READ CAREFULLY AND IN ITS ENTIRETY.
For your information and for forwarding to your clients for whom you hold shares of McKesson Common Stock, registered in your name or in the name of your nominee, we are enclosing the following documents:
1. the Prospectus;
2. a Letter of Transmittal for your use in accepting the Exchange Offer and tendering shares of McKesson Common Stock, including instructions therefor;
3. the Internal Revenue Service FormW-9 for U.S. Taxpayers (enclosed with the Letter of Transmittal);
4. a form of Notice of Guaranteed Delivery, to be used to accept the Exchange Offer if McKesson Common Stock and other required documents cannot be delivered to the exchange agent by 11:59 p.m., New York City time, on the Expiration Date;
5. a form of Letter to Clients, which may be sent to your clients for whose accounts you hold shares of McKesson Common Stock registered in your name or in the name of your nominee, with space for obtaining such clients’ instructions with regard to the tender of shares of McKesson Common Stock in the Exchange Offer;
6. a form of Notice of Withdrawal for use in withdrawing shares of McKesson Common Stock previously tendered in the Exchange Offer; and
7. a return envelope addressed to the exchange agent, for your use only.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MARCH 9, 2020, UNLESS THE EXCHANGE OFFER IS EXTENDED OR TERMINATED. IN ADDITION, SHARES OF MCKESSON COMMON STOCK TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AFTER APRIL 6, 2020 (I.E., AFTER THE EXPIRATION OF 40 BUSINESS DAYS FROM THE COMMENCEMENT OF THE EXCHANGE OFFER), IF MCKESSON DOES NOT ACCEPT SUCH SHARES OF MCKESSON COMMON STOCK PURSUANT TO THE EXCHANGE OFFER BY SUCH DATE.
Shares of McKesson Common Stock tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date. Once McKesson accepts shares of McKesson Common Stock tendered pursuant to this Exchange Offer, the tender is irrevocable.
McKesson will not pay any fees or commission to any broker, dealer or other person (other than to the information agent or the exchange agent for soliciting tenders of McKesson Common Stock pursuant to the terms of the Exchange Offer). McKesson will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies, custodians and similar institutions for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers.