Forward-Looking Statements
This communication contains certain statements about McKesson, SpinCo and the Company that are “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. These matters involve risks and uncertainties as discussed in the registration statement on formS-4 andS-1 filed by SpinCo in connection with the Transactions (as defined below) with the U.S. Securities and Exchange Commission (the “SEC”) (FileNo. 333-236236) and the registration statement on FormS-4 filed by the Company in connection with the Transactions with the SEC (FileNo. 333-236234), as well as McKesson’s and the Company’s respective periodic reports onForm 10-K andForm 10-Q and current reports onForm 8-K, filed from time to time with the SEC. The forward-looking statements contained in this communication may include statements about the expected effects on McKesson, SpinCo and the Company of the separation of SpinCo from McKesson and the merger of SpinCo with and into the Company (collectively, the “Transactions”); the anticipated benefits of the Transactions and McKesson’s, SpinCo’s and the Company’s anticipated financial results; and also include all other statements in this communication that are not historical facts. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “could,” “positioned,” “strategy,” “future,” or words, phrases, or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the current expectations of the management of McKesson, SpinCo and the Company (as the case may be) and are subject to uncertainty and to changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include, but are not limited to: changes in the healthcare industry and regulatory environment; fluctuations in foreign currency exchange rates; material adverse resolution of pending legal proceedings, including those related to the distribution of controlled substances; cyberattack, natural disaster, or malfunction of sophisticated internal computer systems to perform as designed; the potential inadequacy of insurance to cover property loss or liability claims; the satisfaction of the conditions to the Transactions, including the declaration by the SEC that the registration statements referred to above have become effective, and other risks related to the completion of the Transactions and actions related thereto; McKesson’s and the Company’s ability to complete the Transactions on the anticipated terms and schedule; the anticipated tax treatment of the Transactions and related transactions; the expansion and growth of the Company’s operations; ongoing risks related to the price or trading volume of the Company’s common stock; failure to pay dividends to holders of the McKesson’s or the Company’s common stock; impairment charges for goodwill; and the risk that disruptions from the Transactions will harm McKesson’s, SpinCo’s or the Company’s businesses. However, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and none of McKesson, SpinCo or the Company undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances.
Important Notices and Additional Information
In connection with the Transactions, McKesson has filed with the SEC a Schedule TO with respect to the exchange offer, SpinCo has filed with the SEC a registration statement onForm S-4 andForm S-1 containing a prospectus of SpinCo relating to the exchange offer, and the Company has filed with the SEC a registration statement onForm S-4 relating to the Transactions. These registration statements have not yet become effective. The securities offered pursuant to the registration statements may not be sold, nor may offers to buy be accepted, prior to the time the registration statements become effective. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS AND ANY AMENDMENTS TO THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT MCKESSON, SPINCO AND THE COMPANY AND THE TRANSACTIONS. Investors and security holders may obtain these materials and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. In addition, copies of these materials may be obtained free of charge by accessing McKesson’s website at www.mckesson.com, or from the Company by accessing the Company’s website at www.changehealthcare.com.
