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DISCLOSURE APPENDIX AT THE BACK OF THIS REPORT CONTAINS IMPORTANT DISCLOSURES, ANALYST CERTIFICATIONS, AND THE STATUS OF NON-US ANALYSTS. US Disclosure: Credit Suisse does and seeks to do business with companies covered in its research reports. As a result, investors should be aware that the Firm may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single factor in making their investment decision. CREDIT SUISSE SECURITIES RESEARCH & ANALYTICS BEYOND INFORMATION ® Client-Driven Solutions, Insights, and Access 07 January 2014 Americas/United States Equity Research Pharmaceutical Distribution McKesson Corporation (MCK) ACQUISITION Elliott Management Involvement Complicates Deal But Risk/Reward Still Favorable Bottom Line - Focus On Jan 9 Tender Expiration: Given the significant interest around MCK's proposed acquisition of Celesio, we have attempted to frame the key issues and opportunities related to the transaction. In our view, the €23 (~11x EBITDA, roughly consistent with WAG/AB) proposed price is fair, however with that said, we believe that there is a greater chance that the tender may initially fail more than the market may expect due to Elliott Management's opposition. We acknowledge there is a slight chance MCK may look to sweeten the offer price in order to ensure the closing of the deal. While the whole situation is hard to handicap, we believe the shares still offer an attractive risk/reward. We see significant upside in the wake of completing the deal, and only modest near-term downside in the event the tender fails. We continue to recommend the shares on a stand-alone basis as the solid fundamentals & capital deployment opportunities should provide a path of ample upside long-term. With both parties' (MCK and Elliott) incentives heavily aligned, we remain comfortable that a deal can ultimately get done, which would set the stage for significant upside in the shares. Based on our view that the shares have limited downside (ex-Celesio) and significant upside assuming consummation of the deal, we view the long- term risk-reward as favorable. We are increasing our standalone F15 and F16 EPS estimates to $9.65 and $10.81 from $9.52 and $10.68, respectively. Our new PT of $189 (from $172) reflects a probably-weighted valuation of a standalone MCK and a combined pro-forma MCK-Celesio. Reiterate Outperform rating. Share price performance 99 119 139 159 Jan-13 Apr-13 Jul-13 Oct-13 Jan-14 Daily Jan 07, 2013 - Jan 07, 2014, 1/07/13 = US$100. Price Indexed S&P 500 INDEX On 01/07/14 the S&P 500 INDEX closed at 1837.43 Quarterly EPS Q1 Q2 Q3 Q4 2013A 1.55 1.92 1.41 2.32 2014E 2.07 2.27 1.74 2.51 2015E 2.27 2.61 1.93 2.83 Financial and valuation metrics Year 03/13A 03/14E 03/15E 03/16E EPS (CS adj.) (US$) 7.20 8.60 9.65 10.81 Prev. EPS (US$) 9.52 10.68 P/E (x) 22.5 18.8 16.8 15.0 P/E rel. (%) 127.9 113.5 111.0 109.9 Revenue (US$ m) 122,455.0 130,765.5 134,006.6 137,107.0 EBITDA (US$ m) 3,032.5 3,537.1 3,840.1 4,122.7 OCFPS (US$) 8.60 20.67 24.62 28.37 P/OCF (x) 12.5 7.8 6.6 5.7 EV/EBITDA (current) 13.1 10.8 9.9 9.0 Net debt (US$ m) 2,417 1,131 691 84 ROIC (%) 22.75 25.58 28.51 31.21 Number of shares (m) 229.71 IC (current, US$ m) 9,487.00 BV/share (Next Qtr., US$) EV/IC (x) Net debt (Next Qtr., US$ m) Dividend (current, US$) Net debt/tot cap (Next Qtr., %) Dividend yield (%) Source: Company data, Credit Suisse estimates. Rating OUTPERFORM* Price (07 Jan 14, US$) 161.83 Target price (US$) (from 172.00) 189.00¹ 52-week price range 165.89 - 100.00 Market cap. (US$ m) 37,174.12 Enterprise value (US$ m) 38,304.84 *Stock ratings are relative to the coverage universe in each analyst's or each team's respective sector. ¹Target price is for 12 months. Research Analysts Glen Santangelo 212 538 5678 [email protected] Jeffrey Bailin 212 325 6167 [email protected] Diego Hernandez 212 325 1231 [email protected]
Transcript
Page 1: McKesson Corporation

DISCLOSURE APPENDIX AT THE BACK OF THIS REPORT CONTAINS IMPORTANT DISCLOSURES, ANALYST CERTIFICATIONS, AND THE STATUS OF NON-US ANALYSTS. US Disclosure: Credit Suisse does and seeks to do business with companies covered in its research reports. As a result, investors should be aware that the Firm may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single factor in making their investment decision.

CREDIT SUISSE SECURITIES RESEARCH & ANALYTICS BEYOND INFORMATION®

Client-Driven Solutions, Insights, and Access

07 January 2014

Americas/United States

Equity Research

Pharmaceutical Distribution

McKesson Corporation (MCK) ACQUISITION

Elliott Management Involvement Complicates

Deal But Risk/Reward Still Favorable

■ Bottom Line - Focus On Jan 9 Tender Expiration: Given the significant

interest around MCK's proposed acquisition of Celesio, we have attempted

to frame the key issues and opportunities related to the transaction. In our

view, the €23 (~11x EBITDA, roughly consistent with WAG/AB) proposed

price is fair, however with that said, we believe that there is a greater chance

that the tender may initially fail more than the market may expect due to

Elliott Management's opposition. We acknowledge there is a slight chance

MCK may look to sweeten the offer price in order to ensure the closing of the

deal. While the whole situation is hard to handicap, we believe the shares

still offer an attractive risk/reward. We see significant upside in the wake of

completing the deal, and only modest near-term downside in the event the

tender fails. We continue to recommend the shares on a stand-alone basis

as the solid fundamentals & capital deployment opportunities should provide

a path of ample upside long-term. With both parties' (MCK and Elliott)

incentives heavily aligned, we remain comfortable that a deal can ultimately

get done, which would set the stage for significant upside in the shares.

Based on our view that the shares have limited downside (ex-Celesio) and

significant upside assuming consummation of the deal, we view the long-

term risk-reward as favorable. We are increasing our standalone F15 and

F16 EPS estimates to $9.65 and $10.81 from $9.52 and $10.68, respectively.

Our new PT of $189 (from $172) reflects a probably-weighted valuation of a

standalone MCK and a combined pro-forma MCK-Celesio. Reiterate

Outperform rating.

Share price performance

99

119

139

159

Jan-13 Apr-13 Jul-13 Oct-13 Jan-14

Daily Jan 07, 2013 - Jan 07, 2014, 1/07/13 = US$100.

Price Indexed S&P 500 INDEX

On 01/07/14 the S&P 500 INDEX closed at 1837.43

Quarterly EPS Q1 Q2 Q3 Q4 2013A 1.55 1.92 1.41 2.32 2014E 2.07 2.27 1.74 2.51 2015E 2.27 2.61 1.93 2.83

Financial and valuation metrics

Year 03/13A 03/14E 03/15E 03/16E EPS (CS adj.) (US$) 7.20 8.60 9.65 10.81 Prev. EPS (US$) — — 9.52 10.68 P/E (x) 22.5 18.8 16.8 15.0 P/E rel. (%) 127.9 113.5 111.0 109.9 Revenue (US$ m) 122,455.0 130,765.5 134,006.6 137,107.0 EBITDA (US$ m) 3,032.5 3,537.1 3,840.1 4,122.7 OCFPS (US$) 8.60 20.67 24.62 28.37 P/OCF (x) 12.5 7.8 6.6 5.7 EV/EBITDA (current) 13.1 10.8 9.9 9.0 Net debt (US$ m) 2,417 1,131 691 84 ROIC (%) 22.75 25.58 28.51 31.21

Number of shares (m) 229.71 IC (current, US$ m) 9,487.00 BV/share (Next Qtr., US$) — EV/IC (x) — Net debt (Next Qtr., US$ m) — Dividend (current, US$) — Net debt/tot cap (Next Qtr., %) — Dividend yield (%) —

Source: Company data, Credit Suisse estimates.

Rating OUTPERFORM* Price (07 Jan 14, US$) 161.83 Target price (US$) (from 172.00) 189.00¹ 52-week price range 165.89 - 100.00 Market cap. (US$ m) 37,174.12 Enterprise value (US$ m) 38,304.84

*Stock ratings are relative to the coverage universe in each

analyst's or each team's respective sector.

¹Target price is for 12 months.

Research Analysts

Glen Santangelo

212 538 5678

[email protected]

Jeffrey Bailin

212 325 6167

[email protected]

Diego Hernandez

212 325 1231

[email protected]

Page 2: McKesson Corporation

07 January 2014

McKesson Corporation (MCK) 2

Other Considerations:

■ Elliott Management Involvement Complicates Tender Process But Risk/Reward

Still Favorable: Since the announcement of the Celesio acquisition on 10/24/13,

hedge fund Elliott Management (Elliott) has announced that it has built up a stake of

over 25% of voting rights (although we estimate this represents north of 21% of the

fully diluted outstanding shares). Additionally the hedge fund has issued a press

release noting that it will not tender its shares as it believes the MCK offer undervalues

Celesio. Elliott has been a regular participant in German M&A transactions, and we

evaluate the hedge fund's history in similar types of situations in the body of the report.

Given that we believe much of the fund's stake in Celesio is at a cost basis near the

offer price, and a sizeable portion of the fund's assets are involved, we believe Elliott

has significant downside risk if MCK were to walk away from the transaction.

Consequently we believe both Elliott and MCK are incented to come to a mutually

acceptable solution to close the deal. We would suggest that the initial offer

represented a fair premium (39%) and multiple consistent with similar transactions,

although we acknowledge MCK could modestly increase the purchase price to close

the deal without sacrificing much accretion. We would note that the absence of a

break-up fee and management commentary suggesting a willingness to walk away,

leads us to conclude there were no other serious bidders for this asset.

■ Celesio Survival Kit - Everything You Ever Wanted (and Needed) to Know about

MCK's Proposed Acquisition: Given the intense investor scrutiny around the Celesio

transaction and the many moving parts, our report contains a detailed overview of: 1)

Celesio's operating structure and company background; 2) dynamics in key end-

markets; 3) recent operating results, challenges, and company initiatives; 4) risks to the

acquisition; 5) transaction structure; 6) evaluation of potential synergies; 7) detailed

C15 accretion model; 8) sensitivity analysis around deal price and synergy capture;

and 9) potential sources of upside. Please see the body of the report for greater

details.

■ Celesio Provides Global Platform for Growth and Additional Acquisitions: We

believe that a key factor in the rationale for this acquisition was that Celesio represents

a platform that can offer MCK additional avenues for growth or further acquisition

targets beyond its core domestic markets. Celesio's retail presence and the fragmented

markets that it operates in could offer additional consolidation opportunities for MCK.

Additionally, we suspect that Brazil and other emerging geographies likely represent

the next "frontier" for the U.S. drug distributors. With a presence in Brazil, Celesio

offers MCK an opportunity to build on that platform and expand in a rapidly growing

and under-developed market. We would emphasize that we don't anticipate large-scale

international M&A in the near-term, but believe tuck-in global deals could represent an

under-appreciated growth driver going forward.

■ Don't Forget - Underlying Fundamentals in Core Business Remain Quite Strong:

Somewhat lost amidst the attention on the Celesio transaction and other generic

sourcing partnerships has been the very strong operating environment for the three

drug distributors and MCK specifically through C3Q13. We believe that MCK has

numerous tailwinds and potentially still-conservative F14 guidance. The key drivers of

the operating momentum have been: 1) better generic pricing; 2) still robust brand

price inflation; 3) PSSI acquisition; and 4) stable Technology Solutions performance.

Additionally, longer-term ACA implementation could present another source of upside.

Please see the body of the report for further details.

Page 3: McKesson Corporation

07 January 2014

McKesson Corporation (MCK) 3

Summary Given the significant interest around MCK's proposed acquisition of European drug

wholesaler/retailer Celesio, we have attempted to frame the key issues and opportunities

related to the transaction. In our view, the €23 (~11x EBITDA, roughly consistent with

WAG/AB) proposed price is fair, however with that said, we believe that there is a greater

chance that the tender may initially fail than the market may expect due to Elliott

Management's opposition. We acknowledge there is a slight chance MCK may look to

sweeten the offer price in order to ensure the closing of the deal. Our analysis suggests

that each incremental €1 would only reduce C15 accretion by $0.03-$0.04. While it is

challenging to predict the outcome of the tender (expires Jan 9), we ultimately believe

there is enough incentive for both parties to come to some sort of an agreement in 1H14.

However given the strong underlying (stand-alone) growth outlook, coupled with the

potential accretion and strategic opportunities from Celesio we remain comfortable that the

risk-reward profile at current valuations is quite favorable.

We are increasing our standalone F15 and F16 EPS estimates to $9.65 and $10.81 from

$9.52 and $10.68, respectively. Our new PT of $189 (from $172) reflects a probably-

weighted valuation of a standalone MCK and a combined pro-forma MCK-Celesio.

Reiterate Outperform rating.

Exhibit 1: MCK Price Target Methodology

Forward Multiple

Implied Target Price

$10.54 $11.68

16x

$169 $200

C15E EPS

Probability 33% 67%

$189

17x

Celesio Bid Fails Celesio closes

CS Target Price

Source: Company data, Credit Suisse estimates

Page 4: McKesson Corporation

07 January 2014

McKesson Corporation (MCK) 4

Celesio Survival Kit Celesio Background

Celesio is the largest of the "Big Three" in Europe which include Alliance Boots and

Phoenix. There are 772 pharmaceutical wholesalers in Europe servicing over 170K retail

pharmacies, hospital and dispensing doctors through a combined network of over 2K

distribution centers.

Celesio is an international provider in the pharmaceutical and healthcare markets serving

over 2M customers and with over €22.3B in revenue (F12) and 39K employees. It

operates three main divisions which benefit a patient pool of about 15M per day:

■ Patient and Consumer Solutions - consists of almost 2,200 retail pharmacies

serving over 550K customers in six European countries.

■ Pharmacy Solutions - operates 131 wholesale branches servicing around 65K

pharmacies with up to 130K pharmaceutical products.

■ Manufacturer Solutions - offers manufacturers logistics, marketing and sales

services.

Celesio Pharmacy Solutions caters to the needs of pharmacies. The company operates its

wholesale business by procuring, storing and distributing medicines approved by each

country from regional distribution centers using an efficient warehousing management

system that ensures rapid and safe supply direct to its pharmacy customers. The business

enjoys a price-related margin for its wholesale services although this varies from country

to country (regulated by the individual governments). Interestingly, Celesio has

pharmaceutical wholesale operations in ten countries and Brazil.

The company's current outlook embeds certain assumptions for the future development of

the economic and regulatory environment taking particular care when considering

government intervention in the health sector and social security systems. Chief among

headwinds to F13 results has been competition in Germany (prevalent since the end of

F12). The company expects earnings for both consumer and pharmacy solutions to

decline compared to previous year levels in light of a number of challenges specific to

each segment (and discussed below) and expect consolidated adjusted EBIT for the

company of €405-425M for F13.

Exhibit 2: Celesio Pharmacy Solutions Financial Snapshot

2010 2011 2012 Growth

Revenue €23.2B €22.1B €22.3B 0.50%

Gross Profit €2.8B €2.3B €2.4B 3.90%

EBITDA €0.70B €0.55B €0.58B 4.50% Source: Company data, Credit Suisse estimates

The company also underwent some changes to its management board. Effective 9/16/13

the supervisory board appointed Martin Fisher to the Management Board placing him in

charge of operations (procurement, supply chain management, quality management and

regulation) as well as IT. Additionally, following the dismissal of Markus Pinger on 7/3/13,

Dr. Marion Helmes assumed the role of spokesperson of the Management Board in

addition to her role as CFO.

Segment Overview

■ Consumer Solutions (formerly Patient and Consumer Solutions)

Page 5: McKesson Corporation

07 January 2014

McKesson Corporation (MCK) 5

o As of 1Q13 the segment was renamed Consumer Solutions

o The division caters to patients and consumers by providing prescription-

only pharmaceuticals as well as a broad portfolio of over-the-counter

products

o Consumers are also offered a wide range of medical services

o As of 9/13 the division had 2,176 pharmacies (down from 2,232 the year

prior) in six countries. The segment also had 14,909 employees as of

9/30/13

o Results in the segment have been impacted by public health policy

decisions in the UK and Ireland. Additionally, the trend towards branded

substitution with cheaper generics and somewhat longer prescription

cycles (particularly in the UK) have challenged results as well

o The segment has benefited from Celesio's broad top-in-class

procurement initiative and the operational excellence program (OEP)

both of which have driven cost savings

o Performance has been good in the UK, Norway and Sweden

o Outlook: Celesio expects 2013 segment earnings to fall below previous

year levels for the segment in light of the government measures in the

UK. Somewhat offsetting this headwind will be the positive effects from

the OEP initiative and its procurement program as well as overall

improvements to the UK operations. The company's outlook embeds an

assumption of continued positive development in the Norwegian market,

a tense economic situation in Italy and an improvement in the Swedish

market due to the success of restructuring measures.

■ Pharmacy Solutions

o Operates 131 branches (down from 141 the year prior) and is active in 10

European countries as well as Brazil. Pharmacy solutions had 13,485

employees as of 9/30/13

o Market has been challenged by the surge of generic substitution and

weak volume growth - particularly in France

o Price/discounting competition in Germany has posed a significant

challenge to the segment despite otherwise solid market growth

o Brazil remains an area of dynamic development despite an FX headwind

o Outlook: Improvements to the wholesale business and a closer alignment

with the company's retail operations will help offset some of the

discounting competition in Germany as well as the negative organic

growth in some European markets. Celesio expects earnings to "decline

slightly" in F13. By geography the company expects France earnings to

increase slightly in spite of a difficult environment given an improved cost

structure. Earnings are also expected to increase in the UK as the

improved generic procurement benefit the segment. Despite solid organic

growth in the German market, margins will remain pressured in light of

the irrational nature of the competition and the company expects a

"massive fall in earnings." On a more positive note, management

believes there is "further growth" in Brazil where the improvements to

operations as well as a number of opportunities should drive constant

currency earnings improvement. The segment should also experience a

meaningful improvement in Norway as a result of the reorganization in

that geography.

Page 6: McKesson Corporation

07 January 2014

McKesson Corporation (MCK) 6

■ Manufacturer Solutions - offers manufacturers logistics, marketing and sales

services.

Recent Operating Results

We thought it would be helpful not only to briefly discuss the most recent set of quarterly

results but also briefly summarize F13 YTD results in order to provide a more complete

picture of the company's operations. We would highlight that the European wholesale and

retail pharmacy environment has faced a variety of regulatory and reimbursement issues

in 2013 as governments wrestle with fiscal challenges. During F1Q, EBIT was below

previous year levels but in line with expectations as competition and government

measures impacted earnings. Strategic alignment of growth initiatives was on schedule

and the outlook for F13 was confirmed. In F2Q, EBIT was slightly below previous year

levels but in line with expectations as price competition, government intervention in France

and the UK as well as FX rate changes (GBP and BRL) challenged earnings. In its mid-

year report, the company adjusted its F13 adjusted EBIT forecast to €405M-425M (from

€445M-475M) for F13.

The first 9 months of 2013 were shaped by a slight recovery in the economic environment

driven by economically stable countries like the UK and Germany. The driving issues in

Europe remain debt reduction, austerity measures and high unemployment. The

budgetary situation in Europe remains strained and has impacted the healthcare system

with a number of austerity measures - in particular in the United Kingdom which has

somewhat challenged results for Celesio. Challenging the top line as well has been the

substitution of branded prescription drugs with cheaper generic alternatives, especially in

France. In its 1H13 filing, the company cited the "irrational nature of discounting

competition" pressuring German wholesale operation margins, and the company is

forecasting a "massive fall in earnings" at its German subsidiary. In its Interim Report for

3Q13, Celesio again noted "fierce discounting competition in the German wholesale

market" which continued to present a significant headwind. During the most recently

reported quarter, EBIT was again slightly below previous year levels but in line with

expectation as Celesio faced similar earnings headwinds as in Q2. The company

continued to make significant progress in its strategic realignment and central procurement

activities. It also reaffirmed its guidance for adjusted EBIT of €405M-425M for F13.

Restructurings, Divestitures, and Challenged End Markets

Celesio is in the midst of implementing an operational excellence program meant to

stabilize earnings while driving overall growth. The company was forced to re-evaluate its

competitive and strategic position in light of the relatively fragile and anemic economic

outlook in Europe as well as the individual country market dynamics. Specific adjustments

within the broader turn-around strategies have aimed at offsetting a number of issues

including but not limited to: the weak healthcare budget situation in Europe (in particular

the UK and France); the impact of the ongoing patent cliff; negative market growth in

France; and irrational discounting in Germany.

The strategy revolves around five key pillars: 1) focus on core business; 2) creation of a

European pharmacy network; 3) regional expansion; 4) a review of manufacturer

solutions; and 5) an operational excellence program (OEP). The company has also

integrated country organizations to reduce the cost base and improve efficiency. As part of

the restructuring associated with the OEP, the company incurred €80M and €40M of

charges in 2011 and 2012, respectively. Due to the company's OEP, Celesio realized

€40M of savings in 2012 and is in on track to generate an incremental €20M-€30M in

2013.

Page 7: McKesson Corporation

07 January 2014

McKesson Corporation (MCK) 7

It has also undertaken a top-in-class (TIC) procurement initiative by bundling the cross-

country purchasing activities in the area of generics. The company successfully

recognized savings of €10M and €15M in 2012 and 2013E, respectively in line with its

original expectations of long-term generation of "tens of millions." As of F3Q13, the

company had successfully implemented its new procurement initiative across all of its

geographies in an effort to reap the benefits from economies of scale. The company has

suggested that its TIC heralded the first pan-European purchasing agreement with generic

suppliers.

Exhibit 3: Celesio 2012-2014 Strategic Roadmap

Source: Company Presentation

Since it began its restructuring efforts, the company also divested a number of non-core

assets including:

■ Movianto to Owens & Minor for €130M;

■ Pharmexx to United Drug for €35M;

■ Czech retail and wholesale to Penta Investments for €85M (November 2012);

■ DocMorris mail-order pharmacy to Zur Rose AG for €25M (in 2012); and

■ Ireland Wholesale (including Movianto Ireland) to Uniphar for €50M (May 2013).

Celesio also sold Rudolf Spiegel - the mail-order company for pharmacy equipment -

during C13 although the sale did not have a material financial impact. We would highlight

that checks had suggested that the DocMorris transaction had been a particular cause of

channel conflict with Celesio's retail customer, and consequently the divestiture efforts

rectified one of the key issues that had impacted Celesio as a standalone company. The

company's divestiture program concluded on 5/15/13 with the sale of Cahill May Roberts

(Ireland Wholesale) to Uniphar plc after receiving the approval from the relevant Irish

authorities.

Page 8: McKesson Corporation

07 January 2014

McKesson Corporation (MCK) 8

Celesio's Key Markets and Local Operating

Dynamics

There are 772 pharmaceutical wholesalers in Europe servicing over 170K retail

pharmacies, hospital and dispensing doctors through a network of over 2K distribution

centers. Within the EU reports suggest there are 176 wholesalers with roughly ~38% of

the market controlled by Celesio, Alliance and Phoenix. However we’d highlight that in key

geographies (i.e. Germany, France, Italy, Spain, and the U.K.) the “big 3” European

distributors (Alliance Boots, Celesio, & Phoenix) have 50%-70% market share.

Wholesalers in Europe fulfill a similar role to the one traditional wholesalers have in the

U.S. – ensuring a safe, rapid, continuous and cost effective supply of pharmaceuticals

throughout the geography – earning an average margin in the 1.5%-3.5% range. There is

a particular emphasis placed on the value-added services distributors provide

manufacturers.

Page 9: McKesson Corporation

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McKesson Corporation (MCK) 9

Exhibit 4: Pro-forma MCK-Celesio Geographic and Market Share Distribution

Country Customers Pharmacies Market Share Position

Austria 1,175 NA 43% NA

Belgium 1,200 96 16% #10

Brazil 35,000 NA 12% NA

Denmark 62 NA 32% NA

France 16,000 NA 34% NA

Germany 6,661 NA 17% NA

Ireland NA 73 NA #1

Italy 1,150 163 2% #1

North America > 40,000 3,000 + Franchisees NA #1 in pharmaceutical distribution

Norway 410 195 53% #1

Portugal 1,497 NA 18% NA

Slovenia > 1,000 NA 44% NA

Sweden NA 77 NA #5

UK 3,500 1,572 30% #2

Combined Company

Source: Company data, Credit Suisse estimates

Celesio is an international provider in the pharmaceutical and healthcare markets serving

over 2M customers and with over €22.3B in revenue (F12) and 39K employees. It

operates three main divisions which benefit a patient pool of about 15M per day in over 10

countries across Europe and Brazil. Although the company has benefited from its strong

Page 10: McKesson Corporation

07 January 2014

McKesson Corporation (MCK) 10

market presence in the economically stable Germany and UK, results have been

somewhat challenged given its 90%+ exposure to an economically fragile European

economy. We would highlight that after the UK, France and Germany (roughly 70% of the

company), the next largest geography for Celesio is actually Brazil.

Results have been varied by geography and impacted by country specific trends

throughout 2013. The UK is the most important pharmacy market for Celesio (with a ~66%

share) driven by strong results from Lloyds Pharmacy. Despite strong organic growth,

results in the UK have been impacted by government intervention. Meanwhile in Germany,

strong organic market growth has been more than offset by irrational discounting which

has presented a meaningful headwind for Celesio. Results in France have been

challenged by an above average adoption of cheaper generic substitution. Norway has

recorded solid revenue growth offset by higher operating expenses. Italy has seen solid

revenue increases driven by an increase in OTC products. Similarly, Sweden has seen

both improvements in revenue and gross profit driven by product mix and price increases.

Exhibit 5: Celesio Revenue By Country F13 YTD

UK21%

France29%Germany

20%

Brazil8%

Norway6%

Austria5%

Other11%

Source: Company Data

Current Market Trends in Pharmaceutical Wholesaling in Europe

While European pharmaceutical wholesale business is somewhat insulated from economic

cycles a number of key trends have arisen in the past few years that warrant a closer look:

■ It is our sense that government austerity measures have led to some price cuts for

medicines which has, in turn, modestly impacted wholesaler margins although some of

these impacts are likely somewhat offset by increased productivity and discount

adjustments.

■ Rise of alternative distribution models such as direct sales from manufacturers and the

UK’s direct-to-pharmacy distribution model (adopted in 2007 and accounting for ~25%

of sales). Despite these increases, the majority of pharmacists across the EU have a

positive view on the services provided by the wholesalers and the wholesalers provide

a number of crucial value-add services to manufacturers themselves.

■ Consolidation continues both vertically (wholesalers acquiring pharmacy chains) and

horizontally (wholesalers acquiring other wholesalers). A key element to further

consolidation involves country specific regulatory standards with particularly limited

ability to do so in Spain, France and Greece.

Page 11: McKesson Corporation

07 January 2014

McKesson Corporation (MCK) 11

■ Retail business has grown increasingly competitive as pharmacy chains have

developed, with 19 countries in the EU now allow the existence of pharmacy chains.

■ Wholesalers are offering more services to their clients (manufacturers, and retail)

including kitting, re-labeling, information services, patient services, clinical trial

packaging, waste management, returns management, logistics, etc.

Exhibit 6: European Wholesaler End Markets

Pharmaceutical full-line wholesaler

Retail Pharmacies

Hospital Pharmacies

Drugstores & Others

Dispensing doctors

92.75% 4.03% 1.43% 1.88%

Source: GIRP 2010, IPF Research 2011

Key Differences Between US and European Drug Wholesaling

Despite the many similarities shared by the European and US wholesale model, there

exist a number of key differences as they pertain to the level of integration,

delivery/service model and end-market exposures. We would highlight that commentary

from MCK's CEO John Hammergren suggests that "essentially wholesaling in Europe is

wholesaling in [MCK's] North American operations…[wholesalers] buy from the same

manufacturers both generic and brand…have similar kinds of relationships and there's a

process by which [wholesalers] can improve the efficiency with…retail customers through

the systems…deploy[ed]." Below we have attempted to provide a brief outline of some of

the more salient disparities.

(1) Vertical Integration In Europe

Perhaps the most apparent difference between the U.S. wholesalers and the European

wholesalers is the vertical integration in Europe. All three major drug distributors in Europe

own a retail presence in a variety of geographies (Alliance Boots with Boots UK, Celesio

with LloydsPharmacy and Phoenix with BENU). We would highlight that this is an area of

opportunity in light of the increasing importance of pharmacy as a care provider beyond

the dispensing of medication. Pharmacy is a lower cost alternative to most care settings

and initial trials in the U.S. pharmacy model (i.e. CVS's MinuteClinic) highlight the

opportunity for change. Some of the operational synergies and benefits of the vertical

model expanding beyond Europe have come to light as the integration between Alliance

Boots, Walgreens and ABC continues to develop. With that said, country-specific

standards in Europe somewhat handicap the ability to fully form large pharmacy chains

like the ones in the U.S.

(2) Service Model Differences

Although the service models between every individual customer, even in the U.S., are

nuanced, we thought it would be helpful to highlight some of the more salient differences.

(1) Contracting - While the prime vendor model dominates in the U.S., Europe has a

relatively more diverse mix with some Direct to Pharmacy contracts in addition to restricted

wholesaler agreements (RWA) and some prime vendor agreements. (2) Delivery - A key

difference between the U.S. operating model and the European operating model is the

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McKesson Corporation (MCK) 12

frequency with which wholesalers deliver to stores and the frequency of the order patterns

of the customers. While there is an opportunity to streamline and improve this portion of

the model, we are also cognizant of the fact that the form factor of European pharmacies

(smaller pharmacies have a more limited capacity to hold inventory) may ultimately mean

that there is an inherent need for a higher touch level of service than the U.S.

counterparts. (3) Financing - European wholesalers on average provide a meaningful

financing function to customers. In 2011 pharmaceutical wholesalers in Europe provided

€10.2B worth of medicines in financing over 41 days. (4) Parallel importation - A challenge

specific to the European wholesalers, parallel trade or importation refers to the exportation

of pharmaceuticals from one EU country to another without the explicit agreement of the

manufacturer. This tactic is allowed as long as the imported drug is essentially the same

as an approved drug by the end-country supervisory firm but requires repackaging and

relabeling. Traditional US-only wholesalers typically do not deal with this issue.

(3) Larger Government Involvement in Europe

Unlike the U.S., European governments are much more involved as payers and providers

within the healthcare system. Government reimbursement can also have a heavy hand in

the type of drug dispensed (branded vs. generic) as well as the overall level of

reimbursement. Although we would highlight that companies like McKesson (and

historically ABC) have had experience in dealing with a universal healthcare payer in

countries like Canada, this still represents a meaningful difference between US and

European Drug wholesaling. Additionally, wholesale sell-side margins to pharmacy

customers are regulated in a number of EU countries.

(4) Generics - Friend or Foe?

On average, pharmaceuticals constitute only around 10% of a country's total healthcare

budget - with generics making up ~2% of the total. However, there is a lack of coherent

policies, pricing and reimbursement across the EU which makes the system extremely

complex. European use of generics trends far below the US and Canada (where the

generic market share by volume is 89% and 81% respectively). Given the profitability

boost U.S.-only wholesalers have experienced as a result of the increased penetration of

generics, this would appear to be an area of opportunity for the European wholesalers.

However, due in large part to government-based reimbursement, European wholesalers

have at times seen generics as somewhat of a headwind to profitability. With that said, we

are somewhat encouraged by MCK's analysis of the market and the experience the

company has had in managing generic selection to drive profitability.

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McKesson Corporation (MCK) 13

Exhibit 7: Generic Market Share by Volume

89%

81%75% 73% 71%

65%59%

52% 51% 50%46%

41% 40%

24%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

US Canada Germany Poland UK

Brazil Czech Republic France Turkey Australia

Hungary Spain Italy Japan

Source: IMS

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McKesson Corporation (MCK) 14

Operational Risks to the Deal We would be remiss to not acknowledge that this transaction does carry some level of

execution risk. Celesio has undergone challenges and restructuring initiatives recently,

and MCK management has not operated in Europe on a large scale. Given the

management team's long tenure and strong execution track record, we are comfortable

with the company's ability to meet its internal targets and potentially exceed public

accretion and synergy guidance. However, below we highlight the key risks to the

transaction:

■ Management distraction leads to operational missteps in core domestic businesses;

■ Generic purchasing synergies prove more challenging to achieve given geographical

and regulatory differences;

■ German price war continues to be a source of profitability pressure;

■ Reimbursement pressure in European markets where national governments are often

responsible for healthcare benefits; and

■ Greater leverage limits capital deployment flexibility.

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German M&A Considerations Given the particulars around German M&A law as it relates to a public company takeover,

we thought it would be helpful to briefly review the most important aspects of Germany's

M&A law. In C3Q13, German companies saw €23.4B in targeted M&A activity, the highest

Q3 since 2008. Deal values increased 32% due to the Vodafone-Kabel megadeal.

Exhibit 8: German M&A Trends

Source: Merger Market

The most common way of taking control of a German public company is through a public

offer (as is the case in the MCK-CLS1 transaction) or statutory merger. Mergers such as

these are regulated by the Securities Acquisition and Takeover Act (Wertpapiererwerbs -

und Übernahmegesetz) and overseen by the Federal Financial Supervisory Authority

(BaFin). Requirements on transparency during takeover including the anticipated

consequences of a successful offer, bidder's intention with regard to the future operations

of the target and bidder's shareholding in the target prior to, during and after the offer

proceedings are required in most German M&A transactions.

Details Around Transaction Mechanics

German law dictates that a bidder must offer the same price to all shareholders.

Additionally, any acquisition of shares during an offer period and/or within one year of the

publication of the final results of the bid/offer must be disclosed. We would note that

breakup fees are not common in German M&A. Funds for the entire transaction must be

committed before making the offer. In other words, BaFin does not accept offers subject to

financing conditions.

The target's management commonly discloses some information to the prospective

acquirer. However, even in a recommended bid - MCK's offer for Celesio stock is

supported by CLS1's management - the target's management board has a duty to

safeguard certain information. Disclosure is therefore a gradual process.

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McKesson Corporation (MCK) 16

Funds must be committed before making the offer i.e. offer cannot be made subject to

financing conditions. Additionally bidders are not allowed to withdraw their offer but can

lower the minimum acceptance threshold.

Ownership Thresholds

Once a bidder makes a formal offer, "control" is granted once the acquirer has 30% of the

voting rights. However, acquirers seeking to integrate the acquired business into their

existing business typically impose a 75% acceptance threshold because only that level of

majority allows full integration. With 75%+ ownership, the acquirer can issue legally

binding instructions to the management board of the acquired company. We would

highlight that per McKesson's voluntary public takeover offer filing, "the takeover offer is

subject to the minimum acceptance threshold condition of attaining at least 75% of the

Celesio shares." Additionally, a 75% control of a company (domination) allows the acquirer

to control the acquired company's cash flows. Voting right from shares of the target held

by a person other than the bidder may be attributed to the bidder if sufficient influence over

the voting rights exists. A 25% ownership of a company's voting rights constitutes a

blocking minority for certain structural decisions - including a formal takeover.

If an acquiring company reaches 95% of ownership it can apply to a court in order to gain

the remaining 5% of the voting rights or settle it with the minority shareholders. This is

commonly referred to as a "squeeze out."

Domination Agreement

When a domination agreement is reached between the two entities (bidder and target), the

acquirer offers to buy out minority shareholders (the remaining 25% of voting rights) or

issue them a guaranteed perpetual dividend. Buyout prices tend to be the tender offer

price. However, minority shareholders can pursue legal action and have a court determine

the fair value price taking into account operations at the acquired company, bidder's

intentions and potential synergies. If a minority shareholder block exist, it may also tender

enough shares to ensure that the deal closes and then pursue a higher bid price for the

remaining shares. Minorities have been successful at getting better terms although we

would underscore that this type of settlement can take years to resolve. Importantly, two

examples in 2012 underscore the relative success minority shareholders can have:

■ Minority shareholders of utility company Mainova received a 41% premium to the

original tender offer price in courts.

■ Minority shareholders in HVB Real Estate Bank received a 22% premium to the

original tender offer price in the courts.

Other examples of takover agreements are the Volkswagen AG takeover of truckmaker

MAN SE and DB's acquisition of Deutsche Postbank DPB.

Elliott Management Involvement Complicates Tender

Process

Founded in 1977 and headquartered in NY, Elliott Management ("Elliott") has over $23B in

assets under management and has offices in London, Hong Kong, and Tokyo. Since

inception the fund has been continuously managed by Paul Elliott Singer with Jon Pollock

acting as long time co-CIO. Elliott has delivered a compounded annual return of ~14%

since inception only registering a loss in two of its 36 years in existence.

Elliott and the McKesson/Celesio Timeline

■ On 10/23/13 MCK announces its intent to acquire Haniel's stake in Celesio.

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McKesson Corporation (MCK) 17

■ On 11/4/13 Elliot announces it has exceeded the 3%, 5% and 10% thresholds of the

Voting Rights reaching 10.06%.

■ On 11/5/13 Elliot announces that its stake of Celesio's voting rights amounts to

11.68%.

■ On 11/16/13 Elliot announces that it has exceeded the 15% threshold of the Voting

Rights reaching 15.69%.

■ On 11/20/13 Elliot announces that it has exceeded the 20% threshold of the Voting

Rights reaching 20.42%.

■ On 11/23/13 Elliot announces that it has exceeded the 25% threshold of the Voting

Rights reaching an ownership of 25.16%. Note that 6.05% of the voting rights are

based on financial/other instruments.

■ On 12/2/13 Elliot referenced its crossing of 10% ownership threshold while stating the

objectives pursued with the acquisition of voting rights. These included: 1)

implementing strategic objectives where the sale of the shares shall not be excluded;

2) plans to acquire further voting rights of Celesio within the next twelve months by

purchase or other means; 3) exert influence on the appointment or removal of

members of the administrative, managing and supervisory bodies of Celesio; and 4)

achieve a material change in the capital structured of Celesio.

■ On 12/4/13 MCK launches a voluntary tender offer for the remaining shares and

convertible bonds. Note that the acceptance period is set to end on January 9, 2014.

■ On 12/10/13 Elliott announced its intention to decline MCK's tender offer for Celesio

noting the offer "substantially undervalues" the company and that "shareholders and

bondholders are not getting a fair deal." This is in light of the value MCK "stands to

gain from substantial realizable economies of scale." Importantly, Elliott estimates that

every incremental euro offered per share of CLS1 would only reduce the accretion

amount by $0.03. The management company also highlighted that in order to

maximize stakeholder value Celesio could attempt to sell the wholesale and pharmacy

businesses to separate buyers.

■ On 12/11/13 Celesio's management and supervisory boards recommended that

shareholders accept MCK's takeover offer.

■ On 12/23/13 Elliott issued a statement through which it "binds itself not to accept offer

on current terms" after concluding that MCK's €23 per share offer undervalues CLS1.

After seeing reports suggesting that it would change its mind, Elliott issued the

following statement, noting "these reports are categorically incorrect…Elliott's

final…decision is not to accept…current terms."

Elliott's Activist Track Record In Takeover

Proceedings Is Long

Below we have attempted to highlight a number of different instances in which Elliott has

involved itself with a takeover attempt. Although finding the relevant data points is difficult

and often times resolutions are settled outside of the public eye, we believe the examples

presented here are a fair representation of Elliott's recent track record. Please note this is

not intended to be an exhaustive list, but merely provide some examples for background

and context.

Elliott Can Leverage Its Assets To Play In Size

Although many have highlighted the management company's relatively sizeable wager in

the current MCK/CLS1 transaction, we would underscore that this is not the first time the

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McKesson Corporation (MCK) 18

company has built a material position. We would highlight that on 12/7/12 Elliott

demonstrated a willingness to commit a substantial portion of its available capital when it

announced its intent to acquire CPWR for $11 per share for a total of $2.4B. Although the

offer was rejected, Elliott remains the company's largest shareholder with roughly 8.6% of

the outstanding shares. The strategy employed highlights Elliott’s willingness to play in

size. Before the CPWR bid, Elliot had a history in the software space including Packeteer

Networks, Novell and Epicor Software. In each instance, Elliot had become a minority

shareholder holding an average of 10% of shares before ultimately launching a bid for the

entire of the company - again revealing its willingness to play in size when it appeared to

be the right strategic investment. Each of the three software companies was eventually

acquired by strategic parties (and/or Elliott since in some instances the fund partnered with

the strategic bidder) for an average premium of 36% over Elliott's final takeover bid

somewhat underscoring its ability to identify opportunities where a higher bid price may

occur. Note that in the acquisition of Packeteer, Elliott management financed Blue Coat's

higher bid and became its largest shareholder in the process. Today, Elliott also owns

13% of Attachmate (Novell's ultimate buyer) and has a presence on the company's board.

Exhibit 9: Select Examples Of Elliott's Track Record

Packeteer Novell Inc. Epicor Software

Final Elliot Offer (per share) $5.50 $5.75 $7.50

Strategic Bidder Offer $7.50 $6.10 $12.50

% Difference 36.4% 6.1% 66.7%

Strategic BidderBlue Coat

Systems/Elliott

Attachmate

Corp./ElliottApax Partners

Source: Company data, Credit Suisse estimates

However…History Highlights The Track Record In Europe Is Mixed

In early 2011 Elliott Advisors owned 6% of Swiss biotech company Actelion and was one

of its largest shareholders at the time. In a letter addressed to the board (following private

attempts to discuss concerns about the company's strategic direction), Elliott highlighted

"widespread speculation that [Actelion] ha[d] received approaches from other

pharmaceutical and biotechnology groups…yet…management…refuse[d] to entertain

such an approach or…give shareholders any details…or…reasons for rejecting them."

Elliott management argued that a sale of the business could ultimately maximize

shareholder value. The management company also called for the resignation of both the

CEO and the chairman of Actelion. Actelion received support from other shareholders at

its shareholder meeting and successfully rejected Elliott's proposals. By September of

2011, Elliott had disclosed it had more than halved its position in the company. As of

1/7/14 Elliott is not a shareholder on record of ATLN.

During 2011, Elliott also built a sizeable 17%+ ownership stake in British National Express

Group. Elliott first wrote to shareholders of the company asking for three new independent

directors to drive continued change following an initially successful turn-around at the

company. Citing "fierce competitive pressures" Elliott urged the company to "couple a

strong balance sheet with multi-model offerings" and reassess "its growth opportunities

and the positioning of its assets." National Express and Elliott eventually reached a

settlement in mid-2011. On 3/7/13 Elliott announced it would be selling half of its ~20%

stake in the British transport company.

While History With German M&A Is Limited…It Warrants Analysis

Although somewhat limited and in some cases (Vodafone) still in flux, we thought it would

be helpful to revisit Elliott's involvement with previous Germany M&A cases. As noted in

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Exhibit 10 although activist interest in Germany has risen over the last few years, the level

of activism is nowhere near the levels seen in the U.S.

Exhibit 10: Global Activism Spectrum

Source: Activist Insight

■ Vodafone/Kabel Deutschland

On 6/12/13 Vodafone confirmed a preliminary approach to Kabel Deutschland. Later that

month on 6/24/13 Vodafone reached an agreement to buy Kabel Deutschland Holding AG

(KD8) for €87 (inclusive of a €2.50 dividend) per share for a total €7.7B ($10.1B). The offer

represented a 37% premium to the last undisturbed close. Vodafone launched the public

takeover offer for KD8 on 7/30/13. KD8's board back the takeover on 8/2/13 noting that

"after a full appraisal of the offer document [the board] consider[ed] the offer to be

financially attractive and strategically promising."

Elliot Management held 10.9% KD8 as of 9/6/13 (up from 5%+ in August) which although

not enough to block the deal, could have, in theory, made it more difficult for Vodafone to

reach the 75% threshold it required. However, on 9/9/13 Vodafone reiterated its offer

noting that terms and conditions remain unchanged and would not be amended (including

the minimum acceptance condition for the offer of 75%). On 9/12/13 Vodafone met the

75% minimum acceptance condition and again highlighted its intention to execute a

domination and profit and loss transfer agreement with KD8. On 10/14/13 Vodafone

announced it held 76.57% of KD8.

On 12/20/13 Vodafone and KD8 signed a domination and profit and loss agreement. As of

the most recent filing (9/17/13) Elliott Management still held 11.1% of KD8's shares. In

conjunction with the domination agreement Vodafone made an offering to minority

shareholders of €84.53 or a guaranteed €3.77 annual dividend for the outstanding shares.

Elliott still has the opportunity to pursue a higher remuneration within the German legal

system.

■ Terex/Demag

Terex, an American crane manufacturer, initially launched a voluntary public tender offer

to shareholder of Demag Cranes on 5/19/2011 for €41.75 per shares eventually increasing

its offer to €45.50 per share (a 29% premium). By 8/16/11 Terex Industrial Holding AG

held 81.8% of Demag Cranes. Terex and Demag signed the domination agreement on

1/30/12 and offered to acquire the shares of minority shareholders for €45.52 or an annual

guaranteed dividend payment of €3.33.

On 3/22/12 Elliot International informed Demag that it had exceed the threshold of 10% of

shareholder rights having reached 12.71%. On 10/23/12, more than 100 shareholders

including Elliott International filed to sue Terex arguing for an additional $261M in the best

case scenario. The court decision is still pending.

■ Chinese Lenovo Group/Medion

Lenovo Group Ltd. Offered to buy control of Medion AG (MDN) on 6/1/11 for €466M ($671M). The Chinese company would acquire a 37% stake from Medion Chairman Gerd Brachman for €13 per share. Medion's Chairman would retain 18.33% of the shareholding rights. On 10/25/11 Lenovo and Medion entered a domination and profit and loss transfer agreement after reaching over 87.5% ownership. The domination agreement offered to pay minority shareholders €13 per share or €0.82 in a perpetual guaranteed annual dividend. Elliot informed Medion on 5/16/12 that it held 10% of the voting rights in the company. It also acknowledged that its prevalent aim of the investment was to implement strategic objectives where the sale of the shares would not be excluding, exert its influence on the

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McKesson Corporation (MCK) 20

appointment or removal of members of the relevant governing bodies and change the company's capital structure. Elliot remains Medion's top shareholder.

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MCK-Celesio Accretion Analysis - Initial Guidance Likely Conservative Below we examine the financial aspects of MCK's proposed acquisition of Celesio in

greater detail. While we believe that current consensus estimates embed inconsistent

treatment of the as-yet pending acquisition, we would highlight that our published

estimates include no contribution from Celesio. Given MCK's historical track record with

acquisitions, we believe there is likely a reasonable amount of conservatism embedded in

longer-term targets, and over time we anticipate that the accretion & synergies could

exceed the initial targets. Below we examine: 1) the transaction structure; 2) initial

accretion commentary; 3) synergy estimates; 4) our detailed accretion analysis; 5)

sensitivity analysis; and 6) potential sources of upside.

Transaction Structure

The process of completing the Celesio acquisition is fairly unique and consequently we

thought it would be useful to highlight the key steps and aspects of the transaction. As

previously examined, the involvement of Elliott Management adds an additional layer of

complexity. Based on exchange rates at the time of the transaction announcement, MCK

noted that the total value including assumed debt would be roughly $8.3B. At current

exchange rates ($1.36/€) we estimate that MCK will have to pay roughly $6.4B in cash

and the total transaction value will approach $8.6B.

■ Haniel Stake: Recall that there had been media reports for some time that Celesio's

majority shareholder, Franz Haniel & Cie. GmbH (Haniel), was interested in selling or

reducing its 50.01% stake. These reports gained momentum in March of this year,

with various potential buyers suggested in a number of different media outlets. MCK

has entered into a share purchase agreement to acquire Haniel's 50.01% outstanding

stake in Celesio at €23/share, and this agreement has been approved by Haniel's

Supervisory Board.

■ Business Combination Agreement: MCK has a business combination agreement

with Celesio that sets out parameters required for the combination of the two

businesses. Celesio's Management and Supervisory Boards have accepted the

takeover and discussed plans to tender any shares held by members of the board.

The close of the transaction is subject both to standard regulatory approvals, as well

as the acquisition by MCK of at least 75% of Celesio's fully diluted shares outstanding.

■ Tender Offer: MCK has launched a tender offer for Celesio's public shares at

€23/share as of 12/5/13, with shareholders having until 1/9/14 at 6:00 PM ET to tender

shares at the offer price.

■ Converts: In conjunction with its tender offer for Celesio's publicly traded shares,

MCK has also launched a tender for CLS1's two outstanding converts, each with

$350M in principal. MCK is offering to pay €53,117.78 per €50,000 in principal of the

2014 converts (6.24% premium) and €120,798.32 for each €100,000 in principal of

2018 converts (~20.8% premium).

■ Financing: MCK has discussed that it would use some of its existing off-shore cash to

fund a portion of the transaction, and a bridge facility to fund the balance of the

tendered securities. Ultimately we anticipate MCK will put in place permanent

financing following the completion of the tender offer, although management has

repeatedly highlighted a commitment to remaining investment grade rated by the debt

agencies. On 10/23/13, MCK entered a $5.5B unsecured bridge loan to fund the

transaction with a term of 364 days.

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McKesson Corporation (MCK) 22

Initial Accretion Commentary

MCK has initially targeted $275-325M in annual synergies by the fourth year post gaining

operational control of Celesio, with $1.00-$1.20 of accretion in the first twelve months

following the completion of the tender offers. Note that this assumes MCK achieves 100%

ownership of Celesio following the conclusion of the tender offers. As we have previously

highlighted, it is not uncommon for some level of minority shareholders to hold out and be

"squeezed out" over time through litigation or negotiation. Consequently, while MCK would

consolidate Celesio's results into its reported P&L, the company would also recognize a

minority interest or dividend that could reduce the previously-discussed initial accretion

targets. While we believe that it is appropriate to evaluate the full earnings power that

Celesio would bring, we would caution investors that some consensus estimates might

already embed the deal with 100% acquisition of outstanding shares. Below we would

highlight some of management's initial commentary around accretion made on the

10/24/13 F2Q14 conference call.

"The accretion range that I spoke about, the $1 to $1.20 that begins upon the

completion of the successful tender. And we're looking for that to occur in Q4 of

fiscal 2014. Now based upon the process that we abide by under German law, it

will take several months or so before we would actually be able to take

operational control. So we'd be of the order of halfway through fiscal 2015 before

we were able to exercise that operating control and have any access to synergies.

And then I think it would be the case of synergies building gradually over that four-

year period that I spoke about such that in year four we'd be offered that $275

million or $325 million annual range. So quite a gradual ramp, modest impact on

fiscal 2015." - James Beer, EVP & CFO; F2Q14 Earnings Conference Call

Synergy Estimates - Debating Global Generic

Sourcing Benefits

We believe that one of the key sources of synergies from this transaction is likely to come

from improved global sourcing of generics. MCK's acquisition of Celesio followed WAG's

acquisition of Alliance Boots and later its partnership with ABC, underscores the potential

value from global generic purchasing partnerships. More recently, CAH and CVS have

announced a domestic-based JV for generic purchasing further highlighting the value of

greater scale. We would note that there could be several sources of generic savings from

the transaction:

■ Further centralization of Celesio's own generic sourcing efforts;

■ Comparison of MCK & Celesio generic contracts and buying SKUs at lowest available

price where possible;

■ Cross-selling MCK Northstar offering; and eventually

■ Renegotiating generic purchasing rates with manufacturers with the benefit of

combined global scale.

It is likely that MCK's initial synergy target of $275-325M, as well as the timing of synergy

capture, could prove conservative over time. While the other distributors (ABC and CAH)

have been reluctant to definitively quantify or frame the benefit from their generic sourcing

partnerships, WAG has provided some color on targeted and achieved synergies from its

acquisition of Alliance Boots. WAG has suggested that about $500M of its targeted $1B of

synergies (by FY16) will be driven by generic procurement. This would represent roughly

5% savings from the combined generic purchasing power in FY16 (note this excludes any

incremental benefit from adding ABC to the purchasing JV). In the first year, WAG has

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McKesson Corporation (MCK) 23

suggested it has achieved $150M of savings, and is targeting $350M-$400M in FY14, with

run-rate results already above the top end of the range as of F1Q.

Management commentary has suggested that the principal driver of synergies will be

related to "supply chain and sourcing activity" (John Hammergren, Chairman & CEO;

F2Q14 Earnings Conference Call), although we would not rule out some level of

operational improvement, cost savings, and reduction of public company costs as a source

of savings, partially offset by the necessity to maintain a robust European infrastructure.

C15 Accretion Analysis

Our analysis suggests that the pending transaction is likely to drive meaningful accretion,

with the initial targets potentially conservative. Our base analysis below assumes that

MCK acquires the outstanding equity at €23/share as well as the published tender prices

for the two outstanding convertible bond issues. At current FX rates, we estimate that

MCK will pay roughly $6.4B to acquire Celesio (excluding assumed net debt), with a total

transaction value of $8.55B, implying a roughly 11.44x purchase multiple (EV/Celesio C13

IBES consensus EBITDA). We would note this is roughly consistent with the purchase

price implied in WAG's acquisition of Alliance Boots. As of F2Q14, MCK had $4.9B in debt

and $2.96B in cash ($1.6B) overseas. We estimate that in C15, Celesio could be $1.14

accretive, or 10.8% vs. our standalone estimate of $10.54. Note that our analysis

assumes that MCK acquires 100% of the outstanding shares of Celesio in order to

evaluate the true long-term earnings power. Each additional $25M of synergies

captured would represent roughly $0.07-$0.08 (0.8%) in incremental accretion.

Our analysis embeds the following assumptions:

■ The financing structure is 19% cash on hand ($1.2B of the $1.6B in overseas cash)

and 81% debt financing ($5.2B). This would result in gross debt/TTM pro-forma

EBITDA of roughly 3x;

■ Incremental cost of new debt for MCK is 4% and interest earned on excess cash

balance is 0.5%. We apply assumed bridge financing rates for now, but ultimately

MCK will look to put in place permanent financing;

■ We utilize IBES 2015 consensus estimates for Celesio's forecasted income statement

and apply a $1.36/€ exchange rate to consensus forecasts;

■ Tax of 31% reflects MCK current operations although we acknowledge this would

likely be impacted by the acquisition given Celesio's geographic footprint (Celesio

appears to have a ~36% tax rate currently);

■ Given sourcing advantages and some level of duplicative SG&A, we assume $75M of

synergies are captured in C15, with $68M of sourcing synergies and $8M of cost

synergies. This assumes 90% of synergy capture is from sourcing advantages, and

also assumes ratable capture of the targeted $275-$325M of synergies over the

discussed four-year time horizon. We note this could prove conservative depending on

the pace of reaping benefits from increased generic purchasing power;

■ Incremental intangibles (excluding goodwill) generated from the transaction is 35% of

the purchase price amortized over a seven-year period, although this is excluded from

adjusted EPS; and

■ Excludes one-time integration costs.

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McKesson Corporation (MCK) 24

Exhibit 11: MCK-Celesio C15 Accretion Analysis

(Acquirer) (Target)MCK CLS1 MCK + CLS1

Revenues 136,384 30,121 166,505Cost of Goods Sold 127,674 26,777 154,451Cost Synergies (COGS) (68)Gross Profit 8,710 3,343 12,121

Gross Margin % 6.4% 11.1% 7.3%

Operating Expenses (ex. D&A) 4,650 2,489 7,140Cost Synergies (SG&A) (8)EBITDA 4,060 854 4,989

EBITDA Margin % 3.0% 2.8% 3.0%

Depreciation & Amortization 430 188 619Incremental Amortization of Intangibles 320Operating Profit (EBIT) 3,630 666 4,050

EBIT Margin % 2.7% 2.2% 2.4%

Interest Expense, net 208 158 366Incremental Interest Expense 208Opportunity Cost of Cash Used 6Other Expense (Income) 0 0 0Total Other Expense (Income) 208 580

Pre-Tax Income (Loss) 3,422 3,470

Provision for Taxes 1,061 1,076Tax Rate 31.0% 31.0%Net Income (Loss) 2,361 2,395

Shares Outstanding, Pre-M&A 224 224Share Issuance 0Shares Outstanding, Post-M&A 224

EPS, Pre M&A 10.54 10.54 EPS, Post-M&A (including amortization) 10.69

EPS, Post-M&A (excluding amortization) 11.68 Accretion (Dilution) On Calendar 2015E EPS, Adjusted Cash EPS 1.14

10.8% Source: Company data, Credit Suisse estimates, FactSet

Accretion Sensitivity Analysis - Purchase Price,

Ownership Stake, and Synergy Timeline are Key

Swing Factors

We acknowledge that our accretion analysis is very sensitive to a handful of key

assumptions. In particular the timing of synergy capture represents a key swing factor for

accretion levels in the early years (in addition to potential conservatism embedded in the

overall synergy target. We estimate that each $25M in incremental synergies would drive

$0.07-$0.08 of additional accretion relative to our estimates.

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McKesson Corporation (MCK) 25

Exhibit 12: MCK-Celesio C15 Accretion Sensitivity Analysis (Synergy Capture)

C15 Accretion

$50 $1.06

$75 $1.14

$100 $1.21

$125 $1.29

$150 $1.37

$175 $1.44

Syn

erg

ies

($M

s)

Source: Company data, Credit Suisse estimates

Additionally, given the involvement of Elliott Management, we do acknowledge that MCK

could potentially look to increase the purchase price in order to smoothly close the

proposed transaction. We would suggest that MCK has offered a fair price for Celesio (a

39% premium over the three-month volume weighted average price prior to the market

speculation that began on 10/8/13), particularly at a slight premium to the initial purchase

multiple in the WAG/Alliance Boots deal. However our analysis below suggests that each

incremental €1 Euro/share would only shave roughly $0.03-$0.04 off our accretion

analysis, and consequently it is possible MCK might look to sweeten the offer in order to

expedite the close of the transaction. We would note that our analysis below continues to

assume MCK can acquire 100% of the company, and estimates the incremental cost to

acquire Celesio is funded entirely by debt at 4% interest rates. If MCK were to pay

€26.50/share for Celesio (and a corresponding increase in the tender price for the

convertible bonds), this would represent a 15% increase in the offer price, a 54% premium

to Celesio's stock price before market speculation began, and a 12.7x purchase multiple.

Exhibit 13: MCK-Celesio C15 Accretion Sensitivity Analysis (Purchase Price) Purchase Price per Share € 23.00 € 23.50 € 24.00 € 24.50 € 25.00 € 25.50 € 26.00 € 26.50

Accretion, C15 Cash EPS $1.14 $1.12 $1.10 $1.08 $1.07 $1.05 $1.03 $1.02

% accretion off C15 base EPS 10.8% 10.6% 10.4% 10.2% 10.2% 10.0% 9.8% 9.7%

Incremental Interest Expense ($Ms) - 6 11 17 22 28 34 39

Net EPS Headwind - ($0.02) ($0.03) ($0.05) ($0.07) ($0.09) ($0.10) ($0.12)

% relative to base est. - (1.5%) (3.0%) (4.6%) (6.1%) (7.6%) (9.1%) (10.6%)

Gross Debt / TTM EBITDA 2.98x 3.02x 3.05x 3.08x 3.12x 3.15x 3.19x 3.22x

Purchase Price / TTM EBITDA (CLS1) 11.36x 11.56x 11.74x 11.93x 12.12x 12.30x 12.49x 12.67x Source: Company data, Credit Suisse estimates

Potential for Operational Improvements

Underappreciated

We would highlight that there are additional potential sources of upside from the Celesio

transaction beyond greater generic sourcing savings. We believe that MCK's initial

accretion and synergy commentary do not include a meaningful benefit from any of the

following:

■ Potential top-line synergies (i.e. cross-selling specialty services or HCIT into Europe);

■ Operational improvements (adjusting potentially inefficient habits and processes);

■ Improving generic penetration levels/formulary usage in Europe; and

■ General SG&A savings or centralization benefits.

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McKesson Corporation (MCK) 26

Celesio Offers Global Platform for Growth Opportunities Remain in Europe…in Wholesale AND

Retail

As we have previously noted, the European drug distribution remains fairly fragmented,

particularly outside of the largest geographies. We believe it is fair to say the competitive

market is less mature than the domestic drug distribution market, and while

geographic/government barriers could impose a natural ceiling on the ability to consolidate

market share within the top countries, we believe MCK/Celesio could look to become a

larger European player. Similarly the pharmacy/drug retail markets are reasonably

fragmented, although we acknowledge certain geographies have limitations on the ability

to form large retail chains. With several leading brands both on the drug distribution and

drug retail side that don't operate across all of Celesio's geographies we see ample

opportunity to expand geographical presence, market share, and wallet share, both

organically and through tuck-in M&A. In particular with the strong Lloyd's brand in the U.K.,

MCK/Celesio could look to bring some of those capabilities to bear in other geographic

markets.

Exhibit 14: European Drug Distribution Market Share

Others, 62.4%Celesio, 14.0%

Alliance, 10.2%

Phoenix, 13.5%

Source: GBI Research, GIRP, Company Data

Brazil - The Next Frontier?

The U.S. pharmaceutical supply chain’s improved appetite for global/larger generic

sourcing and Brazil's current market dynamics make it an interesting geography for all

three major drug distributors. We would highlight MCK's acquisition of Celesio would give

MCK a first mover advantage over the other US wholesalers to begin the consolidation of

this market. Although only $15B in pharmaceutical spend today, the market is growing at

a low double-digit CAGR, and IMS projects it will be the fourth largest pharmaceutical

market by 2016 behind the US, China and Japan. Note that according to Interfarma,

medicine sales in Brazil increased 112% from 2002 to 2012.

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McKesson Corporation (MCK) 27

Exhibit 15: Top Geographies By Pharmaceutical Spend ($B)

$304

$153

$81

$27 $20 $15 $12

$0

$50

$100

$150

$200

$250

$300

$350

USA Europe(Top 5)

Japan China Canada Brazil Russia

USA Europe (Top 5) Japan China Canada Brazil Russia

Source: Profarma

Brazil has over 360 pharmaceutical wholesalers with the three largest players (including

Celesio's Panpharma) controlling ~41% of the market. Wholesalers in Brazil have a gross

margin profile similar to the U.S. wholesalers in the 5-7% with high working capital needs.

The landscape is very fragmented with some relatively material regional players and a

high degree of informality. We believe that due to the relative immaturity of the drug

distribution sector in Brazil, self-warehousing chains represent a sizable part of the

broader market, and a long-term opportunity.

Similar to the operations of U.S. and European distributors, Brazilian wholesalers seek to

ensure the efficient distribution of pharmaceutical products to retailers benefitting from

economies of scale to purchase, store and resell inventory. Brazilian wholesalers provide

retailers with inventory management and financing and help manufacturers with the

introduction of new products as well as removal of certain products.

Exhibit 16: Sales Concentration of 3 Largest Drug Distributors

41%

0%

20%

40%

60%

80%

100%

120%

Australia France USA Mexico Germany

UK Japan Argentina Canada Brazil

Italy Spain South Korea

Source: Profarma

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McKesson Corporation (MCK) 28

Exhibit 17: Pharmaceutical Distribution Market Share

Profarma, 10%

PanFarma, 13%

Santa Cruz, 18%Other, 59.00%

Source: Company data, Credit Suisse estimates, ABRAFARMA

Despite an increasing level of generic dispensing in Brazil, generics represent only 21% of

total drug spend. Branded Rx and OTC medication make up the rest with 53% and 26%,

respectively. We would highlight that unlike in Europe and the U.S. specialty

pharmaceuticals are only available from hospitals and specialists clinics in Brazil.

We found it interesting that according to Pro-Genericos, approximately 15% of the

Brazilian population consumes 50% of the drugs sold underscoring that roughly half of the

population has little to no access to any pharmaceuticals on account of low income levels.

This is a key difference between Brazilian wholesaler landscape and the North

American/European paradigm.

The National Wholesaler Association in Brazil (Abrafarma) has 20 members in its roster

with the stated objective to support communication, collaboration and development of the

drug wholesaling industry in Brazil. The association also acts as a lobbying group for the

industry at the Municipal, State and Federal levels and it organizes conventions, seminars

and conferences where members and share expertise and technology. In addition to the

big three, members include: ANB Farma, Alto Miudezas Comercial, Audifar, DIMED,

Distribuidora Brasil de Medicamentos, Drogacenter Distribuidora de Medicamentos,

Farma Service Distribuidora, Genesio A. Mendes & CIA, Distribuidora de Produtos

Farmaceuticos Gramense, Imifarma Produto Farmaceuticos e Cosmetics, Jorge & CIA,

Julifarma Distribuidora, Mercantil Farmed, Nazaria, Panfarma, Profarma, Santa Cruz, SB

Comercio and Servimed Comercial.

Regulatory Changes

As of 3/26/12, Brazil's national regulatory agency (ANVISA) allows for the same company

to own wholesaling and retail operations. This has in theory paved the way for increasing

vertical integration. More recently on 4/31/13 ANVISA approved the adjustment of

pharmaceutical product prices by up to 6.31%. Note that price-caps have been regulated

in Brazil since 2003 to manage the prices of pharmaceutical drugs commercialized in

Brazil. This has allowed Brazilians to purchase drugs at prices that are on average 35%

lower than the value initially requested by manufacturers.

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McKesson Corporation (MCK) 29

Celesio In Brazil - Panpharma

■ On 7/10/09 Celesio first acquired 50.1% of pharmaceutical wholesaler Panpharma for

$165M making it a first "step into one of the most attractive and strongest growing

pharmaceutical markets." At the time, CLS1 did not plan on setting up a pharmacy

chain in Brazil.

■ On 10/10/11 Celesio reached positioned itself as the leading specialty pharmaceutical

distributor in Brazil with the acquisition of 60% of Oncoprod Group. At the time,

Oncoprod had roughly €350M in revenues.

■ In its 2011 report, Celesio noted that it hoped to use Brazil as a "platform from which

to expand…[its] core business into other South American markets."

■ On 4/26/12 Celesio acquired the remaining 49.9% of Panpharma as the company

exercised options it had acquired in the first stage of the acquisition

■ In its 2012 report, Celesio noted that it was "the seventh largest German company in

Brazil" and it intended to "in the medium term, to target rapid-growth markets outside

Latin America"

As an interesting note, we would highlight that there has been a historical interest in the

Brazilian market from European wholesalers as highlighted by the 8/4/08 announcement

that Alliance Boots would acquire a 25% equity shareholding in Athos Farma (2007

revenues of £556M ). However, certain conditions were not met and the investment was

not made, although the 4/17/09 release noted that the company remained "interested in

the Brazilian pharmaceutical healthcare market."

Profarma Highlights Big Opportunity in Brazil

Profarma is a 52 year old distributor of pharmaceutical, personal care and cosmetic

products to the Brazilian population. The company has 12 distribution centers serving

~31K retail outlets for a total of 18M units. Its distribution footprint covers 96%+ of the

Brazil consumer market. It is also the 10th largest retail pharmacy chain in Brazil - a

position that was strengthened by its 2013 acquisition of Drogasmil/Farmalife and Tomoio.

The Retail division of the company represented only 9-10% of revenues in 3Q13 although

we would highlight that this did not include the acquisition of Drogasmil/Farmalife given the

transaction only closed on 9/25/13. The company was also recognized as the distributor of

the year by Abrafarma in 2012.

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McKesson Corporation (MCK) 30

Exhibit 18: Profarma 2008-2012 Revenue and EBITDA Margin

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

4.0%

4.5%

5.0%

BRL 0.00

BRL 500.00

BRL 1,000.00

BRL 1,500.00

BRL 2,000.00

BRL 2,500.00

BRL 3,000.00

BRL 3,500.00

BRL 4,000.00

2008 2009 2010 2011 2012

Revenue EBITDA Margin

Source: Company data, Credit Suisse estimates

China…Long-Term Growth Opportunity?

The Chinese pharmaceutical distribution market is less mature than its North American

and European counterpart, with a fragmented distribution network of over 10,000 players.

The top ten distributors represent only 34% of the market, although there is an expectation

that there will be consolidation as the Chinese government makes substantial investments

and reforms to increase health coverage. A key difference relative to the North American

environment is that over 70% of the prescription drugs are sold through hospitals, and

much of the economics come from rebates & agreements with the manufacturers rather

than on a spread & markup to end-users.

China’s pharmaceutical market is forecasted to reach #2 behind the U.S. by 2015, with

over 20% growth. While nearly half of China’s population is concentrated in urban areas,

regional coverage & logistics introduce additional complexity. But with nearly 460K

potential dispensing points (hospitals, clinics, and pharmacies) and over 1.3B potential

patients (per CAH estimates) this is an attractive & growing market. We do acknowledge

that this market carries several risks & concerns including: 1) intellectual

property/counterfeiting issues; 2) risk of governmental intervention; and 3) potential issues

for foreign players being blocked from building significant share or challenging domestic

players.

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McKesson Corporation (MCK) 31

Exhibit 19: Chinese Pharmaceutical Distribution Market Share

Sinopharm, 9% Shanghai Pharmaceuticals

, 5%

China Resources,

4%

Others, 82%

Source: A.T. Kearney

As a reference point, Exhibit 20 highlights the geographical distribution the top state-

owned pharmaceutical wholesaler acquisitions since 2010. Recall that the Chinese

government’s 12th 5-year plan calls for the establishment of one to three national

distributors with sales of over $15.6B and 20 regional distributors with sales of over $1.6B.

Exhibit 20: Top 3 State Owned Drug Distributor's DC

Source: A.T. Kearney

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McKesson Corporation (MCK) 32

Underlying Fundamentals in Core Business Remain Quite Strong In the first two quarters of its current fiscal year, MCK has beaten consensus expectations

by a combined $0.59 and raised FY14 guidance twice by a combined $0.50 at the

midpoint. These strong results have been driven by operating upside across almost all of

MCK's businesses, and we believe the drivers of the operating strength should continue to

be a tailwind supporting strong organic growth. We would suggest that even after the

meaningful increases to guidance, MCK's current guidance could still prove conservative.

Management has suggested it has embedded some moderation of the favorable trends

experienced YTD (such as generic price inflation) and we would offer that this

management team has established a fairly consistent track record of conservatism. Below

we highlight the key drivers of the recent momentum:

■ Favorable generic pricing might represent secular shift: All three drug distributors

have reported favorable generic pricing trends, which despite a slower generic launch

year in C13, have led to nice profit growth in proprietary/formulary generic programs.

Whereas historically, broad generic prices have deflated meaningfully each year,

competitive dynamics and secular trends have led to moderating deflation in recent

years. Even more significant has been instances of generic price inflation, which has

occurred in a handful of SKUs, with shortages cited as the primary driver. MCK and its

peers have suggested that the favorable inflation trends are challenging to predict and

might not continue at the same pace over the next several quarters. However we

believe the combination of: 1) generic manufacturer consolidation; 2) stricter FDA

standards and import restrictions on several manufacturers; 3) complexity of recent

generic launches; and 4) the sheer number of potential generics to pursue could all

combine to lead to a sustained shift in pricing trends that will be a continued tailwind

for drug distributors.

■ Brand price inflation remains robust: Although the benefit from brand price inflation

has moderated since the transition to FFS arrangements, we believe that elevated

levels of brand price inflation continue to be a nice tailwind for the drug distributors. In

3Q13, our analysis suggested that drug prices increased 11% y/y and 260 bps

sequentially. We continue to expect that C1Q14 will represent another quarter of

meaningful brand price increases and drive seasonally strong earnings growth for all

the distributors.

■ PSSI acquisition likely performing ahead of schedule: Recall that MCK closed on

its $2.1B acquisition of PSS World Medical (PSSI) on 2/22/13. The company had

targeted $100M in annual synergies by the fourth year post close, and we had

previously estimated the transaction would be roughly $0.31 accretive in FY14.

Although the company has not explicitly updated the accretion or synergy capture, we

believe that stronger results from PSS and better synergy capture could be supporting

some of the upside we have seen YTD. Management commentary has suggested that

the PSSI acquisition has been one of its most successful M&A deals. We believe that

the initial synergy targets were likely overly conservative and anticipate that this can

be an additional growth driver in the coming fiscal years.

■ Technology Solutions appears stable: While MCK's Technology Solutions has

posted mixed results over the last several years we have been encouraged by the

solid profitability performance thus far in FY14. After divesting several unprofitable

assets, MCK has posted Technology Solutions operating margins at the higher end of

its historic mid-teens target. We would acknowledge that the Paragon transition has

had its obstacles and there likely could be continued market share churn, however the

broader portfolio of HCIT businesses appear stable.

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McKesson Corporation (MCK) 33

■ ACA could represent longer-term upside: While near-term C14 impact from ACA

are likely to be somewhat modest given slower uptake, we believe that over the long-

run ACA will represent a tailwind for distributors that is not currently in management

targets or consensus estimates. As some of the enrollment challenges subside over

the coming years the greater insurance coverage should lead to some incremental

utilization of prescriptions, as well as physician services which would drive growth

throughout MCK's Distribution Solutions segment. Additionally, the focus on pay-for-

quality metrics should drive interest in MCK's revenue cycle, transaction processing,

analytics, and population health HCIT offerings.

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McKesson Corporation (MCK) 34

Multi-Year Growth Picture Becoming Clear With Attractive Risk-Reward Shares of MCK have mostly shrugged off concerns around Elliott Management’s

opposition to MCK’s current bid for Celesio, down just 2.5% since concerns around this

issue accelerated. In our view, the €23 (~11x EBITDA, roughly consistent with WAG/AB)

proposed price is fair, however with that said, we believe that there is a greater chance

than the market may expect that the initial tender may fail due to Elliott Management's

opposition. We believe that MCK and Celesio shareholders have aligned interests, and

while the initial bid offers a fair valuation for Celesio, our analysis suggests that each

incremental €1 would only reduce C15 accretion by $0.03-$0.04. Consequently we would

not be surprised to see MCK slightly "sweeten" the offer to close the deal, which should

support continued outperformance in C14. While it is hard to predict the outcome of the

tender offer (expires Jan 9), we ultimately believe there is enough incentive for both

parties to come to some sort of an agreement in 1H14.

While we would acknowledge that there could be some modest downside if the initial

tender were to fail, we imagine that would be short-lived given MCK's strong organic

outlook and meaningful cash flow profile. We continue to feel comfortable recommending

MCK on a standalone basis as the strong underlying growth outlook, and capital

deployment opportunities should provide for continued earnings growth. The solid organic

outlook coupled with the potential accretion and strategic opportunities from Celesio get us

excited about the risk-reward profile at current valuations. Consequently, over the long-

term we see almost 5x the upside relative to the downside, and we believe current levels

represent an attractive risk-reward profile into 2014. Assuming successful completion of

the deal, MCK will have a global platform that should support above-average growth over

a multi-year period and warrant a premium multiple.

We are increasing our current standalone estimates for F15 and F16 to $9.65 and $10.81

from $9.52 and $10.68, respectively, to reflect the strong fundamental operating

environment. Our new PT of $189 (from $172) reflects a probability-weighted average

valuation of a standalone MCK (assuming a failed Celesio bid) and the valuation of a

combined MCK-Celesio. We assume a 33% probability of a failed bid to be conservative,

and believe that MCK shares could trade at 16x our standalone C15 $10.54 EPS estimate

(an implied target price of $169). We assign a 67% probability weight to a combined MCK-

Celesio and believe shares could warrant a 17x multiple on our pro-forma C15 estimate of

$11.68 (an implied target price of $200).

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McKesson Corporation (MCK) 35

Exhibit 21: MCK Price Target Methodology

Forward Multiple

Implied Target Price

$10.54 $11.68

16x

$169 $200

C15E EPS

Probability 33% 67%

$189

17x

Celesio Bid Fails Celesio closes

CS Target Price

Source: Company data, Credit Suisse estimates

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McKesson Corporation (MCK) 36

Companies Mentioned (Price as of 07-Jan-2014)

Actelion (ATLN.VX, SFr75.55) AmerisourceBergen Corp. (ABC.N, $70.45) CVS Caremark Corporation (CVS.N, $69.67) Cardinal Health, Inc. (CAH.N, $67.55) Celesio (CLSGn.DE, €22.425) Compuware (CPWR.O, $11.09) Demag Cranes (D9CGn.DE^F12, €51.2) Demag Cranes (D9CGn.DE^F12, €51.2) Kabel Deutschland Holding AG (KD8Gn.DE, €94.99) Lenovo Group Ltd (0992.HK, HK$8.99) Mainova (MNVG.DE^E11, €345.0) Mainova (MNVG.DE^E11, €345.0) McKesson Corporation (MCK.N, $161.83, OUTPERFORM, TP $189.0) Medion (MDNG.DE, €16.195) Owens & Minor Inc. (OMI.N, $36.73) Profarma (PFRM3.SA, R$18.29) Terex Corporation (TEX.N, $39.91) Vodafone Group (VOD.L, 237.9p) Walgreen Co. (WAG.N, $57.51)

Disclosure Appendix

Important Global Disclosures

Glen Santangelo and Jeffrey Bailin, each certify, with respect to the companies or securities that the individual analyzes, that (1) the views expressed in this report accurately reflect his or her personal views about all of the subject companies and securities and (2) no part of his or her compensation was, is or will be directly or indirectly related to the specific recommendations or views expressed in this report.

3-Year Price and Rating History for McKesson Corporation (MCK.N)

MCK.N Closing Price Target Price

Date (US$) (US$) Rating

01-Feb-11 77.60 89.00 O

04-May-11 82.92 95.00

28-Jul-11 79.60 96.00

01-May-12 90.44 105.00

26-Jul-12 92.26 107.00

25-Oct-12 93.16 R

22-Feb-13 103.66 122.00 O

07-May-13 108.63 123.00

25-Jul-13 118.58 135.00

24-Oct-13 150.00 172.00

* Asterisk signifies initiation or assumption of coverage.

O U T PERFO RM

REST RICT ED

The analyst(s) responsible for preparing this research report received Compensation that is based upon various factors including Credit Suisse's total revenues, a portion of which are generated by Credit Suisse's investment banking activities

As of December 10, 2012 Analysts’ stock rating are defined as follows:

Outperform (O) : The stock’s total return is expected to outperform the relevant benchmark*over the next 12 months.

Neutral (N) : The stock’s total return is expected to be in line with the relevant benchmark* over the next 12 months.

Underperform (U) : The stock’s total return is expected to underperform the relevant benchmark* over the next 12 months.

*Relevant benchmark by region: As of 10th December 2012, Japanese ratings are based on a stock’s total return relative to the analyst's coverage universe which consists of all companies covered by the analyst within the relevant sector, with Outperforms representing the most attractiv e, Neutrals the less attractive, and Underperforms the least attractive investment opportuni ties. As of 2nd October 2012, U.S. and Canadian as well as European ratings are based on a stock’s total return relative to the analyst's coverage universe which consists of all companies covered by the analyst within the relevant sector, with Outperforms representing the most attractive, Neutrals the less attractive, and Underperforms the least attractive investment opportunities. For Latin Ame rican and non-Japan Asia stocks, ratings are based on a stock’s total return relative to the average total return of the relevant country or regional benchmark; Australia, New Zealand are, and prior to 2nd October 2012 U.S. and Canadian ratings were based on (1) a stock’s absolute total return potential to its current share price and (2) the relative attractiveness of a stock’s total return potential within an analyst’s coverage universe. For Australian and New Zealand stocks, 12 -month rolling yield is incorporated in the absolute total return calculation and a 15% and a 7.5% threshold replace the 10-15% level in the Outperform and Underperform stock rating definitions, respectively. The 15% and 7.5% thresholds replace the +10-15% and -10-15% levels in the Neutral stock rating definition, respectively. Prior to 10th December 2012, Japanese ratings were based on a stock’s total return relative to the average total return of the relevant country or regional benchmark.

Page 37: McKesson Corporation

07 January 2014

McKesson Corporation (MCK) 37

Restricted (R) : In certain circumstances, Credit Suisse policy and/or applicable law and regulations preclude certain types of communications, including an investment recommendation, during the course of Credit Suisse's engagement in an investment banking transaction and in certain other circumstances.

Volatility Indicator [V] : A stock is defined as volatile if the stock price has moved up or down by 20% or more in a month in at least 8 of the past 24 months or the analyst expects significant volatility going forward.

Analysts’ sector weightings are distinct from analysts’ stock ratings and are based on the analyst’s expectations for the fundamentals and/or valuation of the sector* relative to the group’s historic fundamentals and/or valuation:

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Rating Versus universe (%) Of which banking clients (%)

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Neutral/Hold* 40% (49% banking clients)

Underperform/Sell* 15% (42% banking clients)

Restricted 2%

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Price Target: (12 months) for McKesson Corporation (MCK.N)

Method: We arrived at our $189 price target for McKesson using a probability-weighted average valuation of a standalone MCK (assuming a failed Celesio bid) and the valuation of a combined MCK-Celesio. We assign a 33% probability of a failed bid and believe that shares could trade at 16x our standalone C15 estimate of $10.54. We assign a 67% probability to a combined MCK-Celesio and believe shares could trade at 17x our pro-forma C15 estimate of $11.68. We are comfortable paying a higher than average multiple given the strong fundamental backdrop, accretion from the PSSI transaction, and the potential synergy and earnings power from the Celesio transaction. We assess McKesson on a P/E basis because it accounts for both the operating and financial leverage that we expect will benefit the company's bottom line growth. In valuing the drug distributor stocks and McKesson, we primarily utilize price-to-earnings (P/E) multiples to assess the risk/reward profile of the individual stocks and the group as a whole. P/E provides an historical and relative perspective to the distributors' valuations. We look at multiples relative to historical averages to ensure that the stocks are trading in-line with our synopsis of how current macro fundamentals fit into historical context. P/E relative to a benchmark or to other industry peers sheds light on how the group or particular companies are currently performing relative to the economy or their competitors, respectively.

Risk: The drug distribution business is highly competitive, resulting in declining gross margins on renewed contracts. There are several risks to McKesson's achievement of our $189 target price. The information technolgoy segment continues to face challenging top-line environments as pure-play HCIT vendors are competing more effectively for business. Execution and integration risk related to the PSSI transaction could also impact sentiment and the company's ability to achieve targets. Additionally the ability to close the Celesio transaction could impact sentiment. Lastly, despite solid industry fundamentals, greater than expected price competition or contract movements could impact sentiment, valuation, and earnings.

Please refer to the firm's disclosure website at https://rave.credit-suisse.com/disclosures for the definitions of abbreviations typically used in the target price method and risk sections.

See the Companies Mentioned section for full company names

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The subject company (MCK.N, CAH.N, WAG.N, CVS.N, ATLN.VX, KD8Gn.DE, TEX.N, 0992.HK) currently is, or was during the 12-month period preceding the date of distribution of this report, a client of Credit Suisse.

Credit Suisse provided investment banking services to the subject company (MCK.N, TEX.N, 0992.HK) within the past 12 months.

Credit Suisse provided non-investment banking services to the subject company (CAH.N, CVS.N, ATLN.VX, TEX.N, 0992.HK) within the past 12 months

Credit Suisse has received investment banking related compensation from the subject company (MCK.N, TEX.N, 0992.HK) within the past 12 months

Credit Suisse expects to receive or intends to seek investment banking related compensation from the subject company (MCK.N, CAH.N, WAG.N, OMI.N, KD8Gn.DE, TEX.N, 0992.HK) within the next 3 months.

Credit Suisse has received compensation for products and services other than investment banking services from the subject company (CAH.N, CVS.N, ATLN.VX, TEX.N, 0992.HK) within the past 12 months

As of the date of this report, Credit Suisse makes a market in the following subject companies (MCK.N, CAH.N, WAG.N, CVS.N, OMI.N, TEX.N).

As of the end of the preceding month, Credit Suisse beneficially own 1% or more of a class of common equity securities of (ATLN.VX, VOD.L).

As of the date of this report, an analyst involved in the preparation of this report has the following material conflict of interest with the subject company (CVS.N). Training

Important Regional Disclosures

Singapore recipients should contact Credit Suisse AG, Singapore Branch for any matters arising from this research report.

The analyst(s) involved in the preparation of this report have not visited the material operations of the subject company (MCK.N, CAH.N, WAG.N, CVS.N, CVS.N, OMI.N, ATLN.VX, KD8Gn.DE, VOD.L, TEX.N, 0992.HK) within the past 12 months

Restrictions on certain Canadian securities are indicated by the following abbreviations: NVS--Non-Voting shares; RVS--Restricted Voting Shares; SVS--Subordinate Voting Shares.

Individuals receiving this report from a Canadian investment dealer that is not affiliated with Credit Suisse should be advised that this report may not contain regulatory disclosures the non-affiliated Canadian investment dealer would be required to make if this were its own report.

For Credit Suisse Securities (Canada), Inc.'s policies and procedures regarding the dissemination of equity research, please visit http://www.csfb.com/legal_terms/canada_research_policy.shtml.

The following disclosed European company/ies have estimates that comply with IFRS: (CAH.N, ATLN.VX, VOD.L).

An analyst involved in the preparation of this report received third party benefits in connection with this research report from the subject company (CVS.N)

Credit Suisse has acted as lead manager or syndicate member in a public offering of securities for the subject company (MCK.N, ATLN.VX, TEX.N, 0992.HK) within the past 3 years.

As of the date of this report, Credit Suisse acts as a market maker or liquidity provider in the equities securities that are the subject of this report.

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McKesson Corporation (MCK) 39

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14.01.07 MCK Celesio Survival Kit.Final.doc


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