announced in a press release no later than 11:59 p.m., New York City time, on March 5, 2020, and the exchange offer will expire at 11:59 p.m., New York City time, on March 9, 2020, leaving two trading days between the date that the final exchange ratio is announced and the expiration of the exchange offer.
The final exchange ratio, as well as a daily indicative exchange ratio beginning at the end of the third day of the exchange offer period, will also be available at www.dfking.com/McKesson.
Immediately following the completion of the exchange offer, SpinCo will merge with and into Change, whereby the separate corporate existence of SpinCo will cease and Change will continue as the surviving company. In the merger, each share of SpinCo common stock will be converted into one share of Change common stock. Change will issue 175,995,192 shares of Change common stock in the merger.
The exchange offer will be subject to proration if the exchange offer is oversubscribed, and the number of shares accepted in the exchange offer may be fewer than the number of shares tendered.
If the exchange offer is consummated but not fully subscribed, or if the upper limit is in effect and not all of the shares of SpinCo common stock owned by McKesson are distributed pursuant to the exchange offer, the remaining shares of SpinCo common stock owned by McKesson will be distributed in aspin-off on a pro rata basis to McKesson stockholders whose McKesson common stock remains outstanding after the consummation of the exchange offer.
The transaction is subject to customary closing conditions, including required regulatory approvals. Change’s board of directors previously approved the Merger and the Merger Agreement prior to the execution of the Merger Agreement on December 20, 2016. On January 17, 2017, the stockholders of Change approved the Merger, the Merger Agreement and the transactions contemplated thereby.
Upon completion of the merger, approximately 51 percent of the outstanding shares of Change common stock are expected to be heldby pre-merger holders of McKesson common stock, and approximately 49 percent of the outstanding shares of Change common stock are expected to be heldby pre-merger holders of Change common stock.
The terms and conditions of the exchange offer are more fully described in a registration statement on FormS-4 and FormS-1, including a prospectus forming a part thereof, filed by SpinCo with the U.S. Securities and Exchange Commission (the “SEC”) today and a tender offer statement on Schedule TO filed by McKesson with the SEC today.
For more information about the exchange offer, please visit www.dfking.com/McKesson or contact the information agent, D.F. King & Co.,at 1-866-304-5477 (toll-free in the United States) and1-212-269-5550 (outside of the United States).
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