Per-Se Technologies

Per-Se Technologies, Inc. (PSTI)
McKesson Corporation (MCK)
$1.8B Cash Merger

Summary

McKesson buys a healthcare administrative IT company

$28 per PSTI share; $1.8B total

MCK stock chart

Announced 11.06.06

Closed 1.24.07

Advisors

Financial

PSTI : Blackstone Group
MCK : JPMorgan

Legal

PSTI : King & Spalding
MCK : Simpson Thacher

Hedge Fund Investor

ValueAct Capital

Supports deal by entering into voting agreement

Schedule 13D filings

Amendment #8 9.07.06

Has 15.5% position

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.01 The Merger
1.02 Closing
1.03 Effective Time
1.04 Effects of the Merger
1.05 Certificate of Incorporation and By-laws
1.06 Directors and Officers of the Surviving Corporation

Article II Effect of the Merger On the Capital Stock of the
Constituent Corporations; Exchange of
Certificates

2.01 Effect on Capital Stock
2.02 Treatment of Company Stock Options; Company
RSUS; Company Deferred Stock Units
2.03 Dissenting Shares
2.04 Exchange of Certificates

Article III Company Reps

3.01 Organization, Standing and Corporate Power;
Subsidiaries
3.02 Certificate of Incorporation and Bylaws
3.03 Capitalization
3.04 Authority
3.05 No Conflict; Required Filings and Consents
3.06 Company Sec Documents; Financial Statements; No
Undisclosed Liabilities
3.07 Absence of Certain Changes or Events
3.08 Litigation
3.09 Material Contracts
3.10 Government Contracts
3.11 Permits; Compliance with Laws
3.12 Environmental Matters
3.13 Labor Relations and Other Employment Matters
3.14 ERISA Compliance
3.15 Taxes
3.16 Title to Properties
3.17 Intellectual Property
3.18 Voting Requirements
3.19 Takeover Statutes; Rights Plans
3.20 Proxy Statement
3.21 Brokers and Other Advisors
3.22 Opinion of Financial Advisors
3.23 Insurance

Article IV Parent and Merger Sub Reps

4.01 Organization, Standing and Corporate Power
4.02 Authority
4.03 No Conflict; Required Filings and Consents
4.04 Litigation
4.05 Proxy Statement
4.06 Interim Operations of Merger Sub
4.07 Capital Resources
4.08 Brokers
4.09 Voting Requirements

Article V Conduct of Business Pending the Merger

5.01 Conduct of Business of the Company Pending the
Merger
5.02 Advice of Changes
5.03 Certain Tax Matters
5.04 No Control of Other Partys Business

Article VI Additional Agreements

6.01 Stockholders Meeting
6.02 Proxy Statement
6.03 Access to Information; Confidentiality
6.04 No Solicitation
6.05 Further Action; Efforts
6.06 Directors and Officers Indemnification and Insurance
6.07 Public Announcements
6.08 Stockholder Litigation
6.09 Employee Matters
6.10 Takeover Laws

Article VII Conditions Precedent

7.01 Each Party
7.02 Parent and Merger Sub
7.03 Company

Article VIII Termination, Amendment and Waiver

8.01 Termination
8.02 Effect of Termination
8.03 Amendment
8.04 Extension; Waiver
8.05 Procedure for Termination or Amendment

Article IX General Provisions

9.01 Nonsurvival of Representations and Warranties
9.02 Fees and Expenses
9.03 Notices
9.04 Definitions
9.05 Interpretation
9.06 Consents and Approvals
9.07 Counterparts
9.08 Entire Agreement; No Third-party Beneficiaries
9.09 Governing Law
9.10 Assignment
9.11 Specific Enforcement; Consent to Jurisdiction
9.12 Waiver of Jury Trial
9.13 Severability

Other Agreements

Voting agreement 11.08.06

Rights agreement amendment

Sixth amendment (McKesson)
Form 8-A/A

Deal Protection

Voting agreement

Voting agreement 11.08.06

No shop covenant

Merger agreement § 6.04

Break-up fee

$44mm
Agreement § 8.02

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