McKesson Corporation announced the commencement of an exchange offer for the split-off of its wholly-owned subsidiary, PF2 SpinCo, Inc., which will hold all of McKesson’s interest in Change Healthcare LLC, as part of McKesson’s previously-announced agreement with Change Healthcare Inc. to merge SpinCo with and into Change Healthcare.
“We are very pleased to launch the split-off of our investment in Change Healthcare. We have concluded that now is the appropriate time to distribute our remaining stake in Change Healthcare,” said Brian Tyler, chief executive officer, McKesson. “We expect this exchange offer will continue to deliver value to McKesson shareholders by reducing our number of outstanding shares in a tax-efficient manner. This transaction better positions McKesson to focus on our core business and signifies another important step in McKesson’s transformation to become a simpler, more focused organization.”
The exchange offer represents the next step in McKesson’s planned exit from its investment in Change Healthcare, which will be through a “Reverse Morris Trust” transaction. In the exchange offer, McKesson stockholders will have the opportunity to exchange their shares of McKesson common stock for shares of SpinCo common stock, which will be immediately converted into an equal number of shares of Change common stock upon completion of the proposed merger, in each case subject to certain customary terms and conditions.
