On March 10, 2020 McKesson Corporation (NYSE:MCK) reported the completion of the split-off of PF2 SpinCo, Inc. ("SpinCo"), which held McKesson’s interest in Change Healthcare LLC ("Change Healthcare") and which was merged with and into Change Healthcare Inc. (NASDAQ:CHNG) ("Change") through a "Reverse Morris Trust" transaction (Press release, McKesson, MAR 10, 2020, View Source [SID1234555379]). The closing of the merger followed the previously announced expiration of McKesson’s exchange offer. As a result of the merger, participating McKesson stockholders will receive one share of Change common stock in exchange for each whole share of SpinCo common stock they received in the exchange offer.
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"We are pleased to have successfully completed the exit of our investment in Change Healthcare, in line with our stated objective of unlocking value for our shareholders," said Brian Tyler, chief executive officer, McKesson. "We are excited to move forward and execute against our strategic growth initiatives as a more focused organization, and believe McKesson is well positioned with a broad set of differentiated assets and capabilities."
The transactions enabled McKesson to reduce the number of its shares of outstanding common stock by 15,426,537 shares. The exchange offer and merger are expected to be tax-free to participating McKesson stockholders for U.S. federal income tax purposes except to the extent of any cash received in lieu of fractional shares of Change common stock.
McKesson will host a conference call on Tuesday, March 17th at 4:30 PM Eastern Time to discuss the completion of the split-off. A live audio webcast of the conference call will be available on McKesson’s Investor Relations website at View Source The conference call can also be accessed by dialing 786-815-8297. The password is ‘McKesson’.
In connection with the transactions, Goldman Sachs & Co. LLC is acting as financial advisor and Davis Polk & Wardwell LLP is acting as legal advisor to McKesson.