8-KMaterial Agreements

CARDINAL HEALTH INC 8-K Report, Material Agreement (Jan 31, 2007)

Filed January 31, 2007For Securities:CAH

Summary

Cardinal Health, Inc. (CAH) has announced a significant divestiture through a Purchase and Sale Agreement with Phoenix Charter LLC, an affiliate of The Blackstone Group. The agreement, executed on January 25, 2007, involves the sale of Cardinal Health's Pharmaceutical Technologies and Services segment, excluding the Martindale and Beckloff businesses, for a substantial cash consideration of $3.305 billion. This strategic move signals a potential shift in Cardinal Health's business focus, allowing the company to streamline operations and potentially redeploy capital. The transaction is subject to standard closing conditions, including antitrust approval, and is anticipated to conclude in early fiscal Q4 2007. Investors should note that the final purchase price may be adjusted based on specific terms related to the working capital, indebtedness, and EBITDA of the divested segment. The involvement of The Blackstone Group, a prominent private equity firm, along with a limited guaranty from an affiliate, provides some assurance regarding the transaction's completion. This divestiture is a key development for Cardinal Health, and its implications for future growth and profitability will be closely watched.

Key Highlights

  • 1Cardinal Health, Inc. (CAH) entered into a definitive agreement to sell its Pharmaceutical Technologies and Services segment (excluding Martindale and Beckloff) to Phoenix Charter LLC, an affiliate of The Blackstone Group.
  • 2The sale price is set at $3.305 billion in cash, subject to potential adjustments.
  • 3The transaction is expected to close in early fiscal Q4 2007.
  • 4Closing conditions include customary requirements such as antitrust clearance and the absence of material adverse effects.
  • 5The sale is not contingent on any financing arrangements for the buyer.
  • 6A limited guaranty from an affiliate of Blackstone supports Phoenix's obligations under the agreement.
  • 7This divestiture represents a significant strategic move for Cardinal Health, potentially reshaping its business portfolio.

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