DGAP-WpÜG: Takeover Offer;

Target company: Celesio AG; Bidder: Dragonfly GmbH & Co. KGaA

Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a company of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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Announcement of the decision to make a voluntary public takeover offer
(freiwilliges öffentliches Übernahmeangebot) pursuant to section 10 para. 1
in conjunction with sections 29 para. 1, 34 of the German Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Offeror:

Dragonfly GmbH & Co. KGaA
Eschenheimer Anlage 1
60313 Frankfurt am Main
Germany

registered with the commercial register of the local court (Amtsgericht) of
Frankfurt am Main under HRB 97726

Target:

Celesio AG
Neckartalstraße 155
70376 Stuttgart
Germany

registered with the commercial register of the local court (Amtsgericht) of
Stuttgart under HRB 9517

ISIN: DE 000CLS1001
WKN: CLS 100

ISIN: DE 000A1AN5K5
WKN: A1AN5K

ISIN: DE 000A1GPH50
WKN: A1GPH5

Dragonfly GmbH & Co. KGaA ('Dragonfly'), a wholly owned subsidiary of
McKesson Corporation, San Francisco, USA, decided today to make a voluntary
public takeover offer to the shareholders of Celesio AG (the 'Takeover
Offer') for the acquisition of their non-par-value registered shares (auf
den Namen lautende Stückaktien) in Celesio AG (DE 000CLS1001; the 'Celesio
Shares'). Dragonfly intends to offer a consideration in cash of EUR 23.00
per Celesio Share. Dragonfly expects to make the Takeover Offer subject to
completion conditions relating to certain regulatory clearances and a
minimum acceptance threshold of 75% of the Celesio Shares on a fully
diluted basis. Otherwise the Takeover Offer will be made on the terms and
conditions set forth in the respective offer document.

Dragonfly has already entered into a share purchase agreement with Franz
Haniel & Cie. GmbH for the acquisition of 50.01% of the Celesio Shares
currently outstanding completion of which is only subject to conditions
relating to regulatory clearances and a minimum acceptance threshold of 75%
of the Celesio Shares on a fully diluted basis. In addition, Dragonfly,
McKesson Corporation and Celesio AG have entered into a Business
Combination Agreement with a view to strengthening their respective
businesses.

Dragonfly also decided today to make separate public offers not regulated
under the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz, ('WpÜG')) to the holders of the
convertible bonds issued by Celesio Finance B.V., namely in respect of the
convertible bonds in the nominal aggregate amount of EUR 350 million due
October 2014 (ISIN DE 000A1AN5K5; the '2014 Convertible Bond') and the
convertible bonds in the nominal amount of EUR 350 million due April 2018
(ISIN DE 000A1GPH50; the '2018 Convertible Bond' and together with the 2014
Convertible Bond the 'Convertible Bonds') (the 'Bond Offers' and together
with the Takeover Offer the 'Offers'). Dragonfly intends to offer a
consideration in cash of EUR 53,117.78 per 2014 Convertible Bond in a
nominal amount of EUR 50,000 and EUR 120,798.32 per 2018 Convertible Bond
in a nominal amount of EUR 100,000. The Bond Offers are expected to be made
subject to the same completion conditions and is intended to run on the
same timetable as the Takeover Offer. Otherwise the Bond Offers will be
made on the terms and conditions set forth in the respective offer
document.

The offer documents for the Takeover Offer and the Bond Offers (in German
and a non-binding English translation) containing the detailed terms and
conditions of, and other information relating to, the Takeover Offer and
the Bond Offers, respectively, will be published on the internet at

http://www.GlobalHealthcareLeader.com.

The offer documents for the Offers will also be published by way of a
notice of availability in the Federal Gazette (Bundesanzeiger).

Important Notice

The terms and conditions of the Takeover Offer will be published in the
offer document for the Takeover Offer only after the permission by the
German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht, BaFin) has been obtained. Investors and
holders of Celesio Shares are strongly advised to read the relevant
documents regarding the Takeover Offer published by Dragonfly when they
become available because they will contain important information. Investors
and shareholders of Celesio AG will be able to receive these documents,
when they become available, at the website
http://www.GlobalHealthcareLeader.com. Upon publication, the offer document
for the Takeover Offer will also be available free of charge at a specified
location and will be mailed to investors and shareholders of Celesio AG
free of charge upon request.

The terms and conditions of the Bond Offers will be published in the offer
document for the Bond Offers on or about the time as the offer document for
the Takeover Offer will be published. The Bond Offers will not be subject
to the WpÜG and will not be reviewed by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,
BaFin). Investors and holders of Convertible Bonds are strongly advised to
read the relevant documents regarding the Bond Offers published by
Dragonfly when they become available because they will contain important
information. Investors and holders of Convertible Bonds of Celesio AG will
be able to receive these documents, when they become available, at the
website http://www.GlobalHealthcareLeader.com. Upon publication, the offer
document for the Bond Offers will also be available free of charge at a
specified location and will be mailed to investors and holders of
Convertible Bonds free of charge upon request.

This announcement is for information purposes only and does not constitute
an invitation to make an offer to sell Celesio Shares or Convertible Bonds.
This announcement does not constitute an offer to purchase Celesio Shares
or Convertible Bonds and is not for the purposes of Dragonfly making any
representations or entering into any other binding legal commitments.

An offer to purchase Celesio Shares or Convertible Bonds will be solely
made by the respective offer document which are to be published by
Dragonfly in due course and is exclusively subject to their terms and
conditions. The terms and conditions contained in the respective offer
document may differ from the general information described in this
announcement.

Shareholders of Celesio AG and holders of Convertible Bonds are strongly
recommended to seek independent advice, where appropriate, in order to
reach an informed decision in respect of the content of the offer document
and with regard to the Takeover Offer or the Bond Offers.

The Offers will be issued exclusively under the laws of the Federal
Republic of Germany, the Takeover Offer especially under the WpÜG and the
Regulation on the Content of the Offer Document, Consideration for Takeover
Offers and Mandatory Offers and the Release from the Obligation to Publish
and Issue an Offer ('WpÜG Offer Regulation'), and certain applicable
provisions of U.S. securities law. The Offers will not be executed
according to the provisions of jurisdictions (including the jurisdictions
of Australia, and Japan) other than those of the Federal Republic of
Germany and certain applicable provisions of U.S. securities law. Thus, no
other announcements, registrations, admissions or approvals of the Offers
outside the Federal Republic of Germany will be filed, arranged for or
granted. The shareholders of Celesio AG and holders of Convertible Bonds
cannot rely on having recourse to provisions for the protection of
investors in any jurisdiction other than such provisions of the Federal
Republic of Germany. Any contract that will be concluded on the basis of
the Offers will be exclusively governed by the laws of the Federal Republic
of Germany and will to be interpreted in accordance with such laws.

Dragonfly has not approved the publication, sending, distribution, or
dissemination of this announcement or any other document associated with
the Offers by third parties outside the Federal Republic of Germany.
Neither Dragonfly nor persons acting in concert with Dragonfly within the
meaning of Section 2 para. 5 sentence 1 and sentence 3 WpÜG are in any way
responsible for the compliance of the publication, sending, distribution,
or dissemination of this announcement or any other document associated with
the Offers by a third party outside of the Federal Republic of Germany to
any jurisdiction with legal provisions other than those of the Federal
Republic of Germany.

The publication, sending, distribution or dissemination of this
announcement in certain jurisdictions other than the Federal Republic of
Germany may be governed by laws of jurisdictions other than the Federal
Republic of German in which the publication, sending, distribution or
dissemination are subject to legal restrictions. Persons who are not
resident in the Federal Republic of Germany or who are for other reasons
subject to the laws of other jurisdictions should inform themselves of, and
observe, those.

If you are a resident of the United States, please read the following:

The Offers will be made for the securities of non-US companies and will be
subject to the disclosure and procedural laws, standards and practices of
jurisdictions other than the US, although are intended to be made in the
United States in reliance on, and compliance with, Section 14(e) of the US
Securities Exchange Act of 1934 (the 'Exchange Act') and Regulation 14E
thereunder, as exempted thereunder by Rule 14d-1(c).

In accordance with the intended Offers, McKesson Corporation, Dragonfly,
certain affiliated companies and the nominees or brokers (acting as agents)
may make certain purchases of, or arrangements to purchase, Celesio Shares
or Convertible Bonds outside the Offers also during the period in which the
Offers remain open for acceptance. If such purchases or arrangements to
purchase are made they will be made outside the United States and will
comply with applicable law, including the Exchange Act.

Frankfurt am Main, 24 October 2013

Dragonfly GmbH & Co. KGaA

The Board of Managing Directors

End of WpÜG announcement

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Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime
Standard), München und Stuttgart; Freiverkehr in Hamburg und Hannover