8-KMaterial AgreementsRegulation FDOther Events+1

CARDINAL HEALTH INC 8-K Report, Material Agreement (Mar 2, 2015)

Filed March 2, 2015For Securities:CAH

Summary

On March 1, 2015, Cardinal Health, Inc. (CAH) entered into a binding offer letter to acquire certain assets of Johnson & Johnson's Cordis business for $1.944 billion in cash, on a cash-free, debt-free basis. This strategic move targets the development, manufacturing, and distribution of medical devices for interventional cardiology and endovascular procedures. The acquisition is subject to customary closing conditions, including antitrust approvals, and is expected to be finalized, pending employee representative body consultations in France and Germany, by May 30, 2015, with a potential extension to July 29, 2015. To finance this significant transaction, Cardinal Health has secured a commitment for a $1.0 billion senior unsecured bridge term loan from Goldman Sachs Bank USA. The company plans to issue senior unsecured notes before the acquisition closes to replace this bridge facility. Investors should note that the terms and conditions of this acquisition are detailed in a binding offer letter and an attached purchase agreement, with associated news releases and fact sheets also furnished as exhibits to this filing.

Key Highlights

  • 1Cardinal Health to acquire Cordis business assets from Johnson & Johnson for $1.944 billion cash.
  • 2Acquisition focuses on medical devices for interventional cardiology and endovascular procedures.
  • 3Transaction is subject to customary closing conditions, including antitrust approvals.
  • 4Binding offer letter has specific termination dates, with a potential extension.
  • 5Cardinal Health secured a $1.0 billion bridge loan commitment for financing, planning to issue senior unsecured notes.
  • 6The company issued a news release and fact sheet on March 2, 2015, and is hosting a webcast to discuss the acquisition.

Frequently Asked Questions

This 8-K filing announces that Cardinal Health, Inc. has entered into a binding offer letter to acquire certain assets of Johnson & Johnson's Cordis business.

The total purchase price is $1.944 billion in cash, on a cash-free and debt-free basis, subject to certain adjustments.

Cardinal Health is acquiring assets related to the development, manufacture, and distribution of medical devices used in interventional cardiology and endovascular procedures.

Cardinal Health has obtained a commitment for a $1.0 billion senior unsecured bridge term loan and plans to issue $1.0 billion of senior unsecured notes prior to the acquisition's completion to fund the transaction.

Key conditions include the satisfaction or waiver of customary closing conditions, such as the expiration of the Hart-Scott-Rodino Act waiting period, receipt of antitrust approval in other specified jurisdictions, and the successful conclusion of employee consultation processes in France and Germany.