McKesson Acquires A.L.I. Technologies

McKesson Corporation, through its wholly-owned Canadian subsidiary, completed its take-over bid of common shares and outstanding rights or option to acquire common shares of A.L.I. Technologies Inc. for a purchase price of approximately $536 million in cash or $43.50 per share on July 5, 2002, with McKesson acquiring approximately 98.4% of the outstanding ALI common shares. The board of directors of ALI unanimously approved (with one director abstaining) McKesson’s offer under the take-over bid, determined unanimously (with one director abstaining) that the offer was fair to ALI’s shareholders and was in the best interests of ALI and the shareholders and recommended that the shareholders accept the offer. McKesson acquired the remaining ALI common shares on September 12, 2002 under the compulsory acquisition procedure of the Company Act (British Columbia).

McKesson is a leading provider of supply, information and care management products and services designed to improve quality and reduce costs across healthcare. With annual revenues of more than $US50billion, McKesson ranks as the 31st largest industrial company in the United States. ALI (now known as McKesson Medial Imaging Company) is the leading provider of enterprise medical image management solutions, also known as PACS (picture archiving and communications systems).

McKesson’s in-house team of Ivan Meyerson, Art Chong, Laureen Seeger and Leonard Patterson was assisted by Blake, Cassels, & Graydon LLP, as outside counsel, with a team consisting of Tom McKee, Peter Kalbfleish, Jeff Kerbel, David Kruse, Troy Moller, Dor Assaly, and Michael Raven (corporate and securities), Jeffrey Trossman, Bill Maclagan, Paul Stepak and Keven Zimka (tax), Aldona Gudas (employment), Jack Quinn and Tariq Taherbhai (Competition) and others. McKesson’s U.S. outside counsel was Skadden, Arps, Slate, Meagher and Flom LLP, with a team composed of Ken King, Leif King, Devang Shah and Hinah Ahmad (corporate and securities) and Katherine Bristor and Adam Ingber (tax), and McKesson’s U.S. intellectual property lawyers were Tim Covington, Jennifer Fahey and Aram Hermiz of Fenwick & West LLP. George Burke and Joanna Cameron of Bull, Houser & Tupper acted as counsel to certain of the selling shareholders. Broadview International LLC acted as financial advisor to McKesson, and Scotia Capital Inc. acted as dealer manager for the take-over bid.

ALI was represented by Ian Webb and Eric Doherty (corporate and securities), Robert Kopstein (tax) and Colin MacDonald (competition) of Borden Ladner Gervais LLP. Saloman Smith Barney, Inc. was financial advisor to ALI and was represented by Paul Tosetti of Ltahm & Watkins LLP.