* McKesson to bid close to 23 eur/shr -sources
* Tie-up would boost purchasing power in drug procurement
* Majority owner Haniel all but agrees on sale -sources
* McKesson seeking to acquire all of Celesio -sources
* Celesio shares up 5.7 pct (Adds details on value, industry background)
By Matthias Inverardi and Arno Schuetze
FRANKFURT, Oct 23 (Reuters) - U.S. drugs distributor McKesson is nearing a deal that would trigger a full takeover bid for German peer Celesio for close to 5.5 billion euros ($7.6 billion), two people close to the negotiations told Reuters on Wednesday.
They said San Francisco-based McKesson, the largest U.S. drugs wholesale group, was preparing to announce an offer of close to 23 euros per share as it concludes a deal to purchase 50.01 percent of Celesio's shares from diversified holding company Franz Haniel & Cie.
McKesson is expected to make the announcement on Thursday when it is scheduled to release quarterly results at 1230 GMT.
The offer would value Celesio, among Europe's largest drugs distributors alongside Alliance Boots, at close to 5.5 billion euros including Celesio's net financial debt of 1.6 billion euros as of June 30.
Celesio declined to comment, while San Francisco-based McKesson was not immediately available for comment.
Celesio shares extended gains to surge 5.7 percent at 1439 GMT. The stock is up 35 percent since speculation began in June that majority owner Haniel might sell its stake. McKesson traded 0.3 percent lower at $141.71.
McKesson and its closest U.S. rivals AmerisourceBergen and Cardinal Health, which between them account for 95 percent of the U.S. market, are all looking to grow abroad to gain purchasing power with drug makers.
Celesio Chief Executive Marion Helmes has said that an alliance or tie-up with a U.S. partner could help win steeper discounts, mainly for the generic drugs it buys but also for non-prescription medication and skin care products.
Celesio, owner of Britain's Lloyds pharmacy chain, is suffering from a price war that has all but erased its profits from the crowded German drugs wholesale market. Healthcare budget cuts across Europe, its main market, add to its woes.
In response, CEO Helmes is centralising procurement to cut costs, as well as widening and standardising the offering of its pharmacies across Europe under the Lloyds brand.
The mooted offer would value Celesio including its debt at close to 9.9 times expected earnings before interest, taxes, depreciation and amortisation (EBITDA) for this year, roughly in line with the 9.8 multiple its U.S. suitor is trading at.
That compares with a multiple of about 11 times EBIDTA that U.S. drugstore chain Walgreens paid for a stake in Alliance Boots last year. ($1 = 0.7260 euros) (Additional reporting by Alexander Huebner and Frank Siebelt; Writing by Ludwig Burger; Editing by Elaine Hardcastle; Editing by Elaine Hardcastle)