8-KMaterial AgreementsRegulation FDExhibits & Filings

CARDINAL HEALTH INC 8-K Report, Material Agreement (Apr 18, 2017)

Filed April 18, 2017For Securities:CAH

Summary

Cardinal Health, Inc. (CAH) announced a significant strategic move on April 18, 2017, by entering into a definitive agreement to acquire Medtronic plc's Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses for $6.1 billion in cash. This acquisition involves acquiring twelve manufacturing plants in North America, two in Europe, and three in Asia, substantially expanding Cardinal Health's operational footprint and product portfolio. The company plans to finance this substantial acquisition through long-term debt, with Goldman Sachs committed to providing a $4.5 billion bridge loan facility. The closing of the transaction is subject to customary conditions, including antitrust approvals and the expiration of the Hart-Scott-Rodino waiting period, with an outside date of April 18, 2018. This acquisition represents a major growth initiative for Cardinal Health, aiming to enhance its market position in key healthcare segments. Investors should monitor the progress of regulatory approvals and the integration of these new businesses.

Key Highlights

  • 1Cardinal Health (CAH) to acquire Medtronic's Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses for $6.1 billion in cash.
  • 2The acquisition includes twelve manufacturing plants in North America, two in Europe, and three in Asia.
  • 3Financing for the acquisition will be facilitated by a $4.5 billion bridge loan facility committed by Goldman Sachs.
  • 4Closing of the transaction is contingent upon regulatory approvals, including Hart-Scott-Rodino antitrust clearance, and other customary conditions.
  • 5The outside date for closing the acquisition is set for April 18, 2018, with an extension to April 18, 2018, if antitrust matters remain outstanding.
  • 6Cardinal Health also updated its fiscal 2017 guidance and provided an outlook for future fiscal years in conjunction with this announcement.

Frequently Asked Questions

Cardinal Health is acquiring Medtronic's Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses.

Cardinal Health plans to finance the acquisition primarily through long-term debt. A $4.5 billion senior unsecured bridge term loan facility has been committed by Goldman Sachs to help fund the purchase price and associated expenses.

The closing of the acquisition is subject to several conditions, including the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, receipt of other specified antitrust approvals, and other customary closing conditions. The agreement can be terminated if closing does not occur by April 18, 2018, with a potential extension to April 18, 2018, if antitrust matters are the sole outstanding conditions.

The filing mentions that Cardinal Health issued a news release on April 18, 2017, updating its fiscal 2017 guidance and providing an early outlook for future fiscal years. Specific details would be found in the referenced Exhibit 99.2 news release.