8-KAcquisitions & DispositionsFinancial EventsRegulation FD+1

BECTON DICKINSON & CO 8-K Report, Acquisition Completed (Mar 17, 2015)

Filed March 17, 2015For Securities:BDX

Summary

Becton, Dickinson and Company (BD) has officially completed its acquisition of CareFusion Corporation, a significant strategic move announced previously in October 2014. The merger, effective March 17, 2015, saw CareFusion become a wholly-owned subsidiary of BD. This acquisition was structured as a merger where CareFusion shareholders received a combination of cash and BD common stock for each share of CareFusion stock, with the per-share consideration being $49.00 in cash and 0.0777 shares of BD common stock. To fund a portion of this significant acquisition, BD utilized a $1.0 billion borrowing under its previously established 364-day term loan agreement. The company has also filed unaudited financial statements for CareFusion and pro forma combined financial information to illustrate the potential impact of the merger on its financial position. Investors should view this event as a key driver for future growth and operational integration for BD.

Key Highlights

  • 1Becton, Dickinson and Company (BD) has successfully completed the acquisition of CareFusion Corporation.
  • 2CareFusion is now a wholly-owned subsidiary of BD following the merger, which closed on March 17, 2015.
  • 3CareFusion shareholders received $49.00 in cash and 0.0777 shares of BD common stock per share of CareFusion common stock.
  • 4BD financed a portion of the acquisition, specifically $1.0 billion, through a 364-day term loan.
  • 5The filing includes unaudited financial statements for CareFusion for the six-month periods ending December 31, 2014 and 2013.
  • 6Unaudited pro forma condensed combined financial information is provided to show the impact of the merger and related financing on BD's financials.
  • 7The transaction represents a major strategic step for BD, aiming to enhance its market position and capabilities.

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