8-KEarnings & ResultsFinancial EventsExhibits & Filings

BECTON DICKINSON & CO 8-K Report, Financial Results (Oct 4, 2004)

Filed October 4, 2004For Securities:BDX

Summary

Becton, Dickinson and Company (BD) announced on October 4, 2004, its decision to sell its Clontech operation, a unit within its BD Biosciences segment. This strategic move is driven by BD Biosciences' intent to concentrate its efforts on core areas such as cell analysis, discovery labware, and emerging platforms for imaging and in vitro drug metabolism/toxicity testing. The divestiture is anticipated to conclude in the second quarter of BD's fiscal year 2005, with Goldman Sachs & Company serving as the financial advisor for the transaction. As a consequence of this planned sale, BD expects to recognize a pre-tax loss of approximately $125 million ($115 million after-tax), equating to roughly $0.44 per share, in its fourth quarter of fiscal year 2004. This charge is primarily non-cash, stemming from the write-down of Clontech's assets, particularly intangibles, to their fair value, with minor cash costs of approximately $2 million. Investors should note that these estimates are subject to risks and uncertainties, and actual results could differ materially based on the successful completion of the divestiture and its transaction terms.

Key Highlights

  • 1BD plans to sell its Clontech operation, a division of BD Biosciences.
  • 2The divestiture aligns with BD Biosciences' strategy to focus on cell analysis, discovery labware, and new imaging/drug metabolism platforms.
  • 3The sale is expected to be completed in the second quarter of fiscal year 2005.
  • 4Goldman Sachs & Company has been appointed as the financial advisor for the sale.
  • 5BD anticipates recording a pre-tax loss of approximately $125 million ($115 million after-tax, or $0.44 per share) in Q4 FY2004 related to the divestiture.
  • 6The majority of the loss will be non-cash, related to asset write-downs, primarily intangible assets.
  • 7Actual charges may vary from estimates due to risks and uncertainties associated with completing the transaction.

Frequently Asked Questions

Becton Dickinson is selling Clontech as part of a strategic decision by its BD Biosciences segment to sharpen its focus on core areas like cell analysis, discovery labware, and newer platforms for imaging and in vitro drug metabolism/toxicity testing.

Becton Dickinson expects to record a pre-tax loss of approximately $125 million (or $0.44 per share) in its fourth quarter of fiscal year 2004. This loss is largely non-cash, resulting from the write-down of Clontech's assets to fair value.

The company anticipates completing the divestiture of Clontech in the second quarter of Becton Dickinson's fiscal year 2005.

Yes, the estimates for the charges related to the Clontech sale are based on current expectations and are subject to risks and uncertainties. Factors such as the successful and timely completion of the divestiture and the final terms of the transaction could cause the actual charges to differ materially from the current estimates.