Chronology: (Referred To in Paragraph 2.57)

APPENDIX 2.
8
(referred to in paragraph 2.57)
Chronology
1990
May Medicopharma NV buys Butler.
31 August Medicopharma NV completes purchase of wholesale business of Macarthy.
1 October McKesson buys 10 per cent holding in Medicopharma NV, with right to a seat on the
Board, and takes option on 50 per cent of its operations in the United Kingdom.
30 October McKesson's option expires in the absence of agreement on terms.
1991
March Discussions resume between Medicopharma NV and McKesson about possible

acquisition by McKesson of 50 per cent of Medicopharma UK.
June Medicopharma NV and McKesson discuss possible acquisition by McKesson of

75 per cent of Medicopharma UK.
AAH and IM discuss co-operation in Europe, including possible bid for

Medicopharma NV.
24 June AAH advises IM that it would have anti-trust problems if it was seen to have a
controlling interest in Medicopharma UK.
July Discussions between Medicopharma NV and McKesson continue, without agreement.
Medicopharma NV asks Medicopharma UK to stop pushing for increased sales

because of pressure on working capital.
17 July Medicopharma NV announces that its half-year results are expected to show a loss,
particularly in its USA subsidiary and its dental division in the Netherlands.
August Medicopharma NV and McKesson discuss revised proposals, under which McKesson
would acquire 100 per cent or 90 per cent of Medicopharma UK.
Medicopharma UK warns Medicopharma NV of risk of inability to pay suppliers

unless more working capital is injected.
30 August Meeting between Medicopharma NV, ABN-AMRO Bank, AAH and IM. AAH
suggests that it and IM take a joint controlling interest in Medicopharma NV.
5 September McKesson breaks off negotiations with Medicopharma NV.
9 September AAH proposes to IM that AAH should operate Medicopharma UK for IM on a

contract basis.
11 September ABN-AMRO Bank proposes RTO whereby Medicopharma NV would acquire

Interpharm, and be taken over by IM.
170
19 September Board of Medicopharma UK approves development of proposals for an MBO, and
search for financial partners.
24 September Letter of intent regarding the proposed RTO signed by AAH.
26 September On receipt of further information about Medicopharma NV's financial situation, IM

notifies ABN-AMRO Bank that it is no longer prepared to proceed with the RTO, but
is willing to discuss other options.
ABN-AMRO Bank indicates that it will instead negotiate with a large German
company.
28 September ABN-AMRO Bank again approaches IM to discuss an RTO.
1 October Medicopharma UK management select venture capital partner for proposed MBO.
7 October Further discussions between AAH and IM.
9 October AAH offer to take over Macarthy's responsibility for remaining liabilities under its
pharmacy loan guarantee scheme.
15 October MBO proposal formally submitted to Medicopharma NV.
16 October Meeting between AAH, IM, Medicopharma NV and ABN-AMRO Bank. The Bank
asks for proposals by 18 October.
18 October IM informs ABN-AMRO Bank, on behalf of AAH and itself, that IM is willing to
proceed with the RTO only if Medicopharma NV's United Kingdom operations are
excluded; and that if these were closed down, AAH would be willing to buy some of
the assets.
23 October Meeting between ABN-AMRO Bank, Medicopharma NV and AAH, at which AAH is
asked to negotiate direct with the Bank for purchase of some of the assets of
Medicopharma UK.
24 October Draft Heads of Agreement, produced by AAH's solicitors, submitted to Medicopharma

NV.
25 October AAH writes to Macarthy confirming its offer to take over Macarthy's loan guarantee
liabilities.
Medicopharma NV asks McKesson whether it is still interested in a deal; McKesson

indicates that it is interested at a price; discussions proceed through Morgan Stanley
Inc's London office.
30 October AAH Board approves the proposed deal.
31 October AAH deposits £7 million with ABN-AMRO Bank in connection with possible
assignment of trade debts owing to Medicopharma UK.
1 November McKesson indicates that it is not prepared to increase its offer: talks terminated.
2-3 November Routine stocktaking at Medicopharma UK.
2 November am: British directors of Medicopharma UK summoned to Netherlands to discuss

Heads of Agreement for MBO.
171
AAH holds briefing meeting for its depot managers and sales staff on probable
imminent closure of Medicopharma UK.
Evening: Cork Gully requests list of employees from management of Medicopharma

UK.
Meeting between Medicopharma NV, ABN-AMRO Bank and British directors of

Medicopharma UK discusses draft Heads of Agreement for MBO; no agreement on
price. Possible realisation on liquidation also discussed.
3 November am: British directors of Medicopharma UK informed by Medicopharma NV that

United Kingdom operations are to be closed, and their appointments terminated, with
immediate effect.
ABN-AMRO Bank has arrangement with prospective receivers for Medicopharma UK

to stand by for appointment.
Negotiations on sale of assets concluded between AAH and ABN-AMRO Bank.
4 pm: Board of Medicopharma NV approves the deal with AAH.
5 pm: Boards of Medicopharma (UK) BV, Medicopharma Ltd and PIUK each resolve
to cease trading, and approve the proposed Asset Transfer Agreement.
6 pm: Board of PIUK resolves to repay £24 million loan immediately to

Medicopharma UK, funded by overdraft on ABN-AMRO Bank.
Between 5 pm and 6.30 pm: Asset Transfer Agreement and Share Purchase Agreement
concluded.
6.30 pm: Board of PIUK resolves that directors nominated by Medicopharma NV be

replaced by AAH nominees.
AAH gives Medicopharma NV an undertaking that it will use reasonable endeavours

to assume its obligations under the Macarthy and Butler loan guarantee schemes.
AAH pays £24 million to ABN-AMRO Bank for the account of Medicopharma NV.
Cork Gully secures premises of Medicopharma UK.
About 7 pm: Redundancy letters to Medicopharma UK employees despatched by Cork

Gully.
Late evening: AAH staff pay first exploratory visit to the three depots acquired.
4 November AAH takes possession of the three depots acquired, and offers temporary employment
to former Medicopharma UK employees.
Medicopharma NV announces closure of its business in the United Kingdom.
7 November ABN-AMRO Bank undertakes to indemnify AAH against any valid claims by
suppliers of the stock acquired.
172

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APPENDIX 2.

May Medicopharma NV buys Butler.

31 August Medicopharma NV completes purchase of wholesale business of Macarthy.

30 October McKesson's option expires in the absence of agreement on terms.

March Discussions resume between Medicopharma NV and McKesson about possible

June Medicopharma NV and McKesson discuss possible acquisition by McKesson of

AAH and IM discuss co-operation in Europe, including possible bid for

July Discussions between Medicopharma NV and McKesson continue, without agreement.

Medicopharma NV asks Medicopharma UK to stop pushing for increased sales

Medicopharma UK warns Medicopharma NV of risk of inability to pay suppliers

5 September McKesson breaks off negotiations with Medicopharma NV.

9 September AAH proposes to IM that AAH should operate Medicopharma UK for IM on a

11 September ABN-AMRO Bank proposes RTO whereby Medicopharma NV would acquire

24 September Letter of intent regarding the proposed RTO signed by AAH.

26 September On receipt of further information about Medicopharma NV's financial situation, IM

28 September ABN-AMRO Bank again approaches IM to discuss an RTO.

7 October Further discussions between AAH and IM.

15 October MBO proposal formally submitted to Medicopharma NV.

24 October Draft Heads of Agreement, produced by AAH's solicitors, submitted to Medicopharma

Medicopharma NV asks McKesson whether it is still interested in a deal; McKesson

30 October AAH Board approves the proposed deal.

2-3 November Routine stocktaking at Medicopharma UK.

2 November am: British directors of Medicopharma UK summoned to Netherlands to discuss

Evening: Cork Gully requests list of employees from management of Medicopharma

Meeting between Medicopharma NV, ABN-AMRO Bank and British directors of

3 November am: British directors of Medicopharma UK informed by Medicopharma NV that

ABN-AMRO Bank has arrangement with prospective receivers for Medicopharma UK

Negotiations on sale of assets concluded between AAH and ABN-AMRO Bank.

4 pm: Board of Medicopharma NV approves the deal with AAH.

6 pm: Board of PIUK resolves to repay £24 million loan immediately to

6.30 pm: Board of PIUK resolves that directors nominated by Medicopharma NV be

AAH gives Medicopharma NV an undertaking that it will use reasonable endeavours

Cork Gully secures premises of Medicopharma UK.

About 7 pm: Redundancy letters to Medicopharma UK employees despatched by Cork

Medicopharma NV announces closure of its business in the United Kingdom.

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