Summary
Becton, Dickinson and Company (BD) has announced a definitive agreement to acquire CareFusion Corporation through a merger. The transaction involves BD acquiring all outstanding shares of CareFusion, with each share being converted into a combination of $49.00 in cash and 0.0777 shares of BD common stock. This strategic move aims to significantly expand BD's offerings and market presence in the healthcare industry, particularly in areas like medication management and patient safety. The acquisition is valued at approximately $12.2 billion ($9.0 billion for equity plus assumed debt). BD plans to finance the cash portion of the deal through a combination of existing cash on hand and the issuance of senior unsecured notes, with a bridge loan facility in place as a backstop. The merger is subject to customary closing conditions, including regulatory approvals and the adoption of the merger agreement by CareFusion's stockholders. The company anticipates that this combination will create substantial value and enhance its competitive position.
Key Highlights
- 1BD enters into a definitive Agreement and Plan of Merger to acquire CareFusion Corporation.
- 2The acquisition consideration for each CareFusion share is $49.00 in cash and 0.0777 shares of BD common stock.
- 3The total transaction value is approximately $12.2 billion.
- 4BD plans to fund the cash component of the merger with $1.4 billion in cash and $9.1 billion from the issuance of senior unsecured notes.
- 5A $9.1 billion bridge loan facility has been secured as a financing backstop.
- 6Closing conditions include adoption by CareFusion stockholders, SEC effectiveness of Form S-4, NYSE listing approval, and antitrust clearances in the U.S. and Europe.
- 7The merger agreement includes customary representations, warranties, and covenants, as well as termination rights and a $367 million termination fee for CareFusion under specified circumstances.