July 22, 2005
Exhibit (a)(2)
| July 22, 2005 |
Dear Stockholders:
I am pleased to inform you that on July 8, 2005, D & K
Healthcare Resources, Inc. (the “Company”) entered
into an Agreement and Plan of Merger (the “Merger
Agreement”) with McKesson Corporation
(“McKesson”) and Spirit Acquisition Corporation, a
wholly-owned subsidiary of McKesson (“Purchaser”),
pursuant to which Purchaser has today commenced a tender offer
(the “Tender Offer”) to purchase all outstanding
shares of Company common stock, including the related preferred
stock purchase rights or other rights issued pursuant to a
rights agreement dated November 12, 1998, (together, the
“Shares”) for $14.50 per Share, net to the seller in
cash, without interest and less any required withholding taxes.
If the Tender Offer is completed and certain other customary
conditions are satisfied, Purchaser will be merged with and into
the Company (the “Merger”), the Company will become a
wholly-owned subsidiary of McKesson, and any Shares not
purchased in the Tender Offer (other than Shares held by the
Company, McKesson, their respective subsidiaries or dissenting
stockholders) will be converted into the right to receive the
same price per Share as stockholders received in the Tender
Offer.
McKesson and Xxxxxxxxx have also entered into a stockholder
support agreement with all of the executive officers and
directors of the Company (other than one of our directors who is
also an officer of our financial adviser), who together hold
approximately 8.4% of the issued and outstanding shares of
Company common stock on a fully-diluted basis, and pursuant to
which such officers and directors have agreed, among other
things, to irrevocably tender their Shares to Purchaser in the
Tender Offer.
After careful consideration, your Board of Directors, with
our director who is also an officer of our financial adviser
abstaining, unanimously (1) determined that the Merger
Agreement, the Tender Offer and the Merger are advisable, fair
to, and in the best interests of the Company and its
stockholders, (2) approved the Merger Agreement and the
transactions contemplated thereby, including the Tender Offer
and the Merger, and (3) recommends that you accept the
Tender Offer and tender your Shares in the Tender Offer.
In arriving at its recommendation, your Board of Directors gave
careful consideration to the factors described in the
Company’s Solicitation/ Recommendation Statement on
Schedule 14D-9, including the written opinion of Citigroup
Global Markets Inc., the financial advisor retained by your
Board of Directors. A copy of the opinion is included as an
exhibit to the Company’s Schedule 14D-9 attached
hereto. You are urged the read the opinion carefully and in its
entirety.
Accompanying the Company’s Schedule 14D-9 are
McKesson’s Offer to Purchase, dated July 22, 2005, a
letter of transmittal for use in tendering your Shares and other
related documents. These documents set forth the terms and
conditions of the Tender Offer. We urge you to read the enclosed
information in its entirety and to consider it carefully before
deciding whether to tender your Shares.
The Tender Offer and withdrawal rights will expire at 12:00
midnight, New York City time, on August 18, 2005, unless
extended. If you want to participate in the Tender Offer, you
will need to properly tender your Shares prior to the expiration
date and time. Information on how to properly tender your Shares
is included in the Offer to Purchase. You may call the
Information Agent, Xxxxxxxxx Xxxxxxxxxxx, at
(000) 000-0000, if you have any questions.
Your Board of Directors and the management of the Company thank
you for your continued support.
| Sincerely, | |
| /s/ X. Xxxx Xxxxxxxxx, III | |
| X. Xxxx Xxxxxxxxx, III | |
| Chairman of the Board and | |
| Chief Executive Officer |
