STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • July 22nd, 2005 • McKesson Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated July 8, 2005, by and among McKesson Corporation, a Delaware corporation (“Parent”), Spirit Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and certain stockholders of the Company (as defined below) set forth on Schedule 1 hereto (each a “Stockholder” and, collectively the “Stockholders”).
March 24, 2005 D&K Healthcare Resources Inc. 8235 Forsyth Boulevard St. Louis, MO 63105 RE: Confidentiality Agreement Ladies and Gentlemen:McKesson Corp • July 22nd, 2005 • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
In connection with the consideration of a possible transaction between McKESSON CORPORATION (“McKesson”) and D&K HEALTHCARE RESOURCES INC. (the “Company”), McKesson has requested information concerning the Company. As a condition to McKesson being furnished such information, McKesson agrees to treat any information concerning the Company (whether prepared by the Company, its advisors or otherwise and whether documentary, computerized or oral) which is furnished by or on behalf of the Company (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (the “Agreement”) and to take or abstain from taking certain other actions herein set forth. The term “Evaluation Material” does not include information which (i) is already in McKesson’s possession, provided that such information is not known or should not reasonably have been known by such McKesson to be subject to another confidentiality agreement with or other obligation of
AGREEMENT AND PLAN OF MERGER AMONG MCKESSON CORPORATION SPIRIT ACQUISITION CORPORATION AND D&K HEALTHCARE RESOURCES, INC. Dated as of July 8, 2005Agreement and Plan of Merger • July 22nd, 2005 • McKesson Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 8, 2005 (this “Agreement”), among McKesson Corporation, a Delaware corporation (“Parent”), Spirit Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and D&K Healthcare Resources, Inc., a Delaware corporation (the “Company”).
