UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as permitted by Rule
/ / 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to ss.240.14a-12
Moore Medical Corp.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------
(4) Date Filed:
Contact:
--------
Investors and Financial Press
Larry Kurtz, McKesson (415) 983-8418
Linda M. Autore, Moore Medical (860) 826-3775
Business and Trade Media
Kate Rohrbach, McKesson (415) 983-9023
Susan Horn, Rosica Mulhern, Inc. for Moore Medical (201) 843-5600
McKesson Corp. to Acquire Moore Medical
Acquisition Expands Leading Footprint and Capabilities in Medical-Surgical
Supply and
Rx Distribution To Alternate Site Markets
SAN FRANCISCO and NEW BRITAIN, Conn., January 20, 2004 -- McKesson Corporation
(NYSE: MCK), the world's leading healthcare services company and the largest
distributor of medical surgical supplies and pharmaceuticals to the alternate
site marketplace, and Moore Medical Corporation (AMEX: MMD) of New Britain,
Conn., today announced that McKesson has signed a definitive agreement to
acquire Moore Medical. Under the agreement, McKesson will pay $12.00 in cash for
each outstanding share of Moore Medical or approximately $40 million in the
aggregate. The transaction represents a premium of 54.4 percent over the average
closing price for Moore Medical's common stock for the 30 days ending January
16, 2004 and a premium of 62.4 percent over the average closing price for Moore
Medical's common stock for the 60 days ending January 16, 2004.
Moore Medical is an internet-enabled, multi-channel marketer and distributor of
medical surgical and pharmaceutical products to non-hospital provider settings.
The acquisition is expected to close in the second quarter of 2004. Closing of
the transaction is subject to customary conditions, including approval by Moore
Medical's stockholders, and provides for the payment of a termination fee under
certain circumstances. Moore Medical will become part of the Medical-Surgical
business of McKesson and the acquisition is expected to be accretive to
McKesson's earnings per share in fiscal 2005, once the integration is complete.
"Moore Medical's focus on the non-hospital healthcare segment is a perfect
complement to McKesson's current leadership in alternate sites," said Paul
Julian, president of McKesson Supply Solutions. "We look forward to capitalizing
on Moore Medical's
strengths to further grow our medical supply and pharmaceutical business in the
alternate site segment of the market."
"The addition of Moore Medical's established telesales, direct marketing and
catalog capabilities to our existing field sales force will provide us with a
more comprehensive offering for reaching the entire continuum of healthcare,"
said Gary Muensterman, president of McKesson Medical-Surgical, Inc. "Moore
Medical's established stellar reputation for customer service is consistent with
McKesson's ongoing commitment to delivering quality products and services."
Moore Medical's 305 employees market and distribute medical, surgical and
pharmaceutical products to nearly 100,000 healthcare practices and facilities in
non-hospital settings nationwide. Established in 1947, Moore began selling
brand-name pharmaceuticals from the back office of Axelrod Pharmacy in New
Britain. With roots in direct-mail distribution, its products were placed in
drugstores across the country. Today, the company's direct marketing and
distribution business supplies products throughout the United States and U.S.
territories. Since 1999, Moore Medical has been successfully executing a
strategy to transform its business from an off-line-only model, relying almost
exclusively on catalogs and telesales, to a multi-channeled Internet enabled
model, including key opportunity and field representatives in selected specialty
markets.
"We're excited about the opportunity to become a part of McKesson," said Linda
M. Autore, president and CEO of Moore Medical. "The depth and breadth of
McKesson's product line will allow us to provide our customers a truly complete
service offering on a scale that we have lacked until now. We're proud to
announce a transaction with a company that enjoys such a positive reputation in
our marketplace."
About Moore Medical
Moore Medical is an Internet-enabled multi-channel marketer and distributor of
medical, surgical and pharmaceutical products to nearly 100,000 health care
practices and facilities in non-hospital settings nationwide, including:
physicians; emergency medical technicians; schools; correctional institutions;
municipalities; occupational/industrial health doctors and nurses; and other
specialty practice communities. The Company markets and serves its customers
through direct mail, industry-specialized telephone support staff, field sales
representatives, customer community affiliates and the Internet. Its direct
marketing and distribution business has been in operation for 55 years.
About McKesson
McKesson Corporation (NYSE: MCK) is a Fortune 20 healthcare services and
information technology company dedicated to helping its customers deliver
high-quality healthcare by reducing costs, streamlining processes and improving
the quality and safety of patient care. Over the course of its 170-year history,
McKesson has grown to provide pharmaceutical and medical-surgical supply
management across the spectrum of care; healthcare information technology for
hospitals, homecare and payors; hospital and retail pharmacy automation; and
services for manufacturers and payors designed to improve outcomes for patients.
For more information, visit us at www.mckesson.com
For McKesson Investors
Except for historical information contained in this press release, matters
discussed may constitute "forward-looking statements", within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, that involve risks and uncertainties that could cause
actual results to differ materially from those projected, anticipated or
implied. These statements may be identified by their use of forward-looking
terminology such as "believes", "expects", "anticipates", "may", "will",
"should", "seeks", "approximates", "intends", "plans", "estimates" or the
negative of these words or other comparable terminology. Statements in this
press release with respect to the anticipated timing of closing, expected
synergies resulting from the acquisition of Moore Medical and the expected
positive impact of the acquisition on McKesson's future operating results are
subject to risks and uncertainties, including risks related to obtaining Moore
Medical shareholder approval and satisfying other closing conditions, the
ability of McKesson to successfully achieve expected synergies, and the impact
on Moore Medical's business arising form uncertainty due to the proposed merger.
In addition, other significant risks and uncertainties are described in
McKesson's Form 10-K, Form 10-Q and Form 8-K reports filed with the Securities
and Exchange Commission and include, but are not limited to: the resolution or
outcome of pending shareholder litigation regarding the 1999 restatement of
McKesson's historical financial statements; the changing U.S. healthcare
environment, including the impact of potential mandated benefits, changes in
private and governmental reimbursement or in the delivery systems for healthcare
products and services; changes in pharmaceutical and medical-surgical
manufacturers' pricing, selling, inventory or distribution policies or
practices; substantial defaults in payment or a material reduction in purchases
by large customers; challenges in integrating and implementing McKesson's
software products, or the slowing or deferral of demand for these products;
McKesson's ability to successfully identify, consummate and integrate strategic
acquisitions; changes in generally accepted accounting principles (GAAP); and
general economic conditions. The reader should not place undue reliance on
forward-looking statements, which speak only as of the date they are made.
McKesson assumes no obligation to update or revise any such statements, whether
as a result of new information or otherwise.
For Moore Medical Investors
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. This press release contains statements about future events and
expectations that constitute forward-looking statements under the federal
securities laws. These statements are characterized by words such as "believe,"
"may," "will," "could," "should," "would," "anticipate," "estimate," "expect,"
"intent," "project," "objective," "seek," "strive," "might," "likely result,"
"build," "grow," "plan," "goal," "expand," "position," or similar words.
Forward-looking statements involve risks and uncertainties (including factors
outside our control) that may cause our actual results, performance or financial
condition to differ materially from any future results implied by such
forward-looking statements. Factors that could contribute to these differences
include, but are not limited to: the inability to generate adequate revenues and
income from our strategy to transform the Company to a multi-channel e-commerce
enabled business; changes in demand for or supply of our products; online
security breaches; disruptions in or cost increases for third-
party services or systems; intense competition in health care product
distribution; government regulation of drug and medical device distribution, the
Internet and health care products and services; and changes in insurance
coverage of health care products and services. Further information regarding
factors that could affect our results and the statements made herein are
included in our filings with the Securities and Exchange Commission.
Moore Medical will file a proxy statement and other relevant documents with the
SEC concerning the proposed merger of a wholly-owned subsidiary of McKesson with
and into Moore Medical. INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the
documents free of charge at the website maintained by the SEC at www.sec.gov.
You may obtain documents filed with the SEC by Moore Medical free of charge by
writing to: Chief Financial Officer, Moore Medical Corp., P.O. Box 1500, New
Britain, Connecticut 06050, or e-mail to: www.ir@mooremedical.com.
Moore Medical and its directors and executive officers, may be deemed to be
participants in the solicitation of proxies from the stockholders of Moore
Medical in connection with the merger. Information about the directors and
executive officers of Moore Medical and their ownership of Moore Medical stock
is set forth in the proxy statement for Moore Medical's 2003 annual meeting of
stockholders filed with the SEC on April 21, 2003. Investors may obtain
additional information regarding the interests of such participants by reading
the proxy statement when it becomes available.
###