Summary
Cardinal Health, Inc. (CAH) filed an 8-K on May 28, 2015, to report the execution of a definitive Stock and Asset Purchase Agreement to acquire certain assets of the Cordis business from Ethicon, Inc. (a subsidiary of Johnson & Johnson). This acquisition, initially announced on March 1, 2015, is valued at approximately $1.944 billion in cash, on a cash-free, debt-free basis. The acquired assets are related to the development, manufacture, and distribution of medical devices for interventional cardiology and endovascular procedures.
Key Highlights
- 1Definitive agreement signed for the acquisition of Cordis business assets from Ethicon (Johnson & Johnson).
- 2Purchase price is $1.944 billion in cash, on a cash-free, debt-free basis.
- 3The acquisition focuses on medical devices for interventional cardiology and endovascular procedures.
- 4Closing of the acquisition is subject to customary closing conditions, including antitrust clearances.
- 5Antitrust clearances have been received in the US, Germany, and Spain; filing made in China.
- 6The acquisition is expected to close in approximately 20 principal countries by the end of calendar year 2015, with remaining countries to follow.
- 7The filing includes the Stock and Asset Purchase Agreement as an exhibit.
Frequently Asked Questions
The primary purpose of this 8-K filing is to report the execution of the definitive Stock and Asset Purchase Agreement between Cardinal Health and Ethicon, Inc. (a subsidiary of Johnson & Johnson) for the acquisition of the Cordis business's assets. This signifies a material definitive agreement has been entered into.
Cardinal Health is acquiring specific assets of the Cordis business, which are related to the development, manufacture, and distribution of medical devices used in interventional cardiology and endovascular procedures. The purchase price is approximately $1.944 billion in cash, on a cash-free, debt-free basis.
The completion of the acquisition is contingent upon the satisfaction or waiver of customary closing conditions. These include obtaining necessary antitrust clearances in specified jurisdictions and the successful transfer of product registrations or satisfactory arrangements for product marketing and distribution.
The acquisition is anticipated to close in approximately 20 principal countries towards the end of calendar year 2015, with completion in other countries to follow thereafter. Regulatory approvals are a key factor in the timing.