2nd UPDATE: McKesson To Buy Per-Se For $1.8 Billion, $28/Share
Dow Jones

(Updates share price and adds comments from analysts beginning in the seventh paragraph.)

By Nicole Urbanowicz

Of DOW JONES NEWSWIRES

NEW YORK -(Dow Jones)- McKesson Corp. (MCK) said Monday it agreed to acquire Per-Se Technologies Inc. (PSTI) for $1.8 billion in a move that will more than double the scale of McKesson's transaction-processing services and associated offerings.

The deal values shares of Per-Se at $28 each, a 14.5% premium to the stock's closing price Friday.

Per-Se's stock recently changed hands at $27.49, up $3.04, or 12.4% on volume of 11.1 million compared with average daily volume of 396,200. McKesson shares were up 2.2% at $49.58.

ValueAct Capital, the beneficial owner of about 15.5% of Per-Se's voting common stock, and certain of its affiliates agreed to vote their Per-Se shares in favor of the transaction. The deal is expected to close in the calendar first quarter, McKesson's fourth fiscal quarter.

McKesson Chairman and Chief Executive John Hammergren said during a conference call on Monday the Per-Se buy will strengthen customer relationships in existing McKesson businesses while adding a pharmacy transaction business to McKesson's portfolio.

With Per-Se's transaction processing business, "there's a significant opportunity for us to build out these capabilities," Hammergren said.

Morgan Stanley analyst David T. Veal wrote in a research note that the biggest leap forward for McKesson is likely to come within the $6 billion to $8 billion market for physician office solutions, where Per-Se generated revenue of $78 million as a significant player in key areas such as back office outsourcing.

Although McKesson doesn't break out its revenue within this segment, Veal said that it has claimed market share for its software products in this segment of 18% among practices with more than 100 physicians.

Veal, who rates the stock at overweight, doesn't own any shares in McKesson. Morgan Stanley held a net long or short position of $1 million or more of the debt securities as of Sept. 29. and has an investment banking relationship with the company.

Also on Monday, McKesson said that due to its acquisition of Per-Se, the scale of its transaction-processing services and associated offerings for physicians and hospitals will more than double to about 560 million transactions annually, representing an estimated $300 billion in billed charges.

San Francisco-based McKesson distributes medicine to more than 25,000 U.S. health-care locations such as pharmacies, including those at Wal-Mart Stores ( WMT) plus hospitals, nursing homes and doctors' offices.

Per-Se, an Atlanta-based provider of financial and administrative technology products, has a current customer base including about 100,000 physicians in small practices, 17,000 hospital-affiliated physicians, 3,000 hospitals and 50, 000 retail pharmacies.

Bank of America analyst Robert M. Willoughby, who rates McKesson at buy, also said the pact will bring a greater focus on the small-office physician market.

"McKesson is in a fantastic position," Willoughby told Dow Jones Newswires. " The past numbers for Per-Se are less indicative of what McKesson can do for them moving forward from a growth perspective."

The analyst, who does not own shares, added that the pact is the best use of McKesson's capital and the deal wasn't "outrageously expensive."

Last year, Per-Se, acquired NDCHealth Corp.'s physician, hospital and retail- pharmacy operations in order to extend its health-care outsourcing business to office-based doctors. Wolters Kluwer (WTKWY), a Dutch company, agreed to acquire NDCHealth's pharmaceutical information-management unit.

Willoughby said McKesson would have been the logical buyer of NDCHealth, but the company didn't want NDC as it was.

"Without the distraction from NDCHealth's information management business, and given what appears to be a successful integration, MCK's move seems calculated, given PSTI's deep penetration in pharmacy, hospital, and physician connectivity, " Willoughby wrote in a research note.

Also, the acquisition of Per-Se puts to rest questions about the use of McKesson's under-leveraged balance sheet, given that the company had about $2.2 billion in unrestricted cash as of September 2006, Raymond James analyst John W. Ransom wrote in a research note.

Ransom, who rates the stock at outperform, doesn't own any shares in the company. Raymond James plans to seek compensation for investment banking services from McKesson in the next three months.

While McKesson will realize its first-year integration synergies, it plans to invest in the business and expects the acquisition to be neutral to marginally- dilutive to per-share earnings in fiscal 2008 and add to earnings thereafter, excluding special items.

McKesson's Chief Financial Officer Jeff Campbell said a factor driving the fiscal 2008 projection will be intangible amortization assumption.

"We won't lock in that number until we get closer to the close of the transaction," Campbell said.

McKesson expects pretax synergies of $50 million to $75 million by the third year.

The company also said during the conference call that it expects share buyback activity to continue.

-By Nicole Urbanowicz, Dow Jones Newswires; 201-938-5460; nicole.urbanowicz@ dowjones.com

(END) Dow Jones Newswires 11-06-06 1453ET Copyright (c) 2006 Dow Jones & Company, Inc.  Top of page