Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - MCKESSON CORP | d658377d8k.htm |
| EX-99.1 - EX-99.1 - MCKESSON CORP | d658377dex991.htm |
| EX-10.1 - EX-10.1 - MCKESSON CORP | d658377dex101.htm |
Exhibit 10.2
| Dragonfly GmbH & Co. KGaA Eschenheimer Anlage 1 60316 Frankfurt am Main Germany |
McKesson Corporation One Post Street San Francisco, CA 94104 USA |
Franz Haniel & Cie. GmbH
Franz-Haniel-Platz 1
47119 Duisburg
Dear Sirs,
Second Amendment of the Share Purchase Agreement dated October 24, 2013
Dragonfly GmbH & Co. KGaA as Purchaser, Franz Haniel & Cie. GmbH as Seller and McKesson Corporation as Parent have entered into a Share Purchase Agreement dated October 24, 2013 for the sale by the Seller to the Purchaser of all shares held by Seller in Celesio AG, Stuttgart, as amended on December 12/19, 2013 (the “SPA”). The SPA shall be further amended as follows:
| 1. | The Base Purchase Price Per Share of EUR 23.00 shall be increased by EUR 0.50 to EUR 23.50 which results in a Base Purchase Price of EUR 1,998,874,867.50 (in words: one billion nine hundred ninety-eight million eight hundred seventy-four thousand eight hundred sixty-seven and fifty Cent). |
| 2. | Section 3.2 of the SPA shall be deleted in its entirety and shall no longer apply and the Seller shall not benefit from any increases of the offer consideration in connection with the Offer, offered or owed by the Purchaser to any Celesio Shareholder for whatever reason. |
All other provisions of the SPA shall remain unchanged and unaffected by this letter agreement. Capitalized Terms used in this letter agreement and defined in the SPA shall have the meaning as defined therein. Section 10.7 of the SPA shall also apply to this letter agreement.
Please countersign and return to us a copy of this letter if you agree with the amendment of the SPA as set out herein.
Sincerely yours,
January 9, 2014
For and on behalf of Dragonfly GmbH & Co. KGaA
| /s/ John Hammergren |
/s/ Willie C. Bogan | |||
| John Hammergren | Willie C. Bogan | |||
| Title: Attorney-in-fact | in his capacity as Managing Director of Dragonfly Verwaltungs GmbH |
For and on behalf of McKesson Corporation
| /s/ John Hammergren |
| John Hammergren |
| Title: CEO |
ACCEPTED AND AGREED:
January 9, 2014
For and on behalf of Franz Haniel & Cie. GmbH
| /s/ Ulrich Dickel |
/s/ Dr. Klaus Wiegel | |||
| Ulrich Dickel | Dr. Klaus Wiegel | |||
| Title: Executive Director | Title: General Counsel |
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