Becton Dickinson Completes Acquisition of CareFusion

March 17, 2015

Becton, Dickinson and Company announces that it completed its acquisition of CareFusion Corporation pursuant to the terms of its previously announced agreement and plan of merger, dated Oct. 5, 2014. Vincent A. Forlenza, BD’s chairman, CEO and president, says, “We are very excited to announce the consummation of the CareFusion acquisition, as it represents a major milestone in BD’s 118-year history. This acquisition significantly accelerates BD’s strategy and builds scale and depth in medication management and patient safety solutions. We look forward to the future with confidence as we become one of the largest global leaders in medical technology, and are better positioned to partner with healthcare providers around the world to provide safer, more economical and improved care.” Pursuant to the terms of the merger agreement, upon completion of the acquisition, CareFusion became a wholly-owned subsidiary of BD and each outstanding share of common stock, par value $0.01 per share, of CareFusion (other than shares with respect to which appraisal rights have been properly demanded and not withdrawn) was converted into the right to receive $49 in cash, without interest and 0.0777 of a share of common stock, par value $1.00 per share, of BD. As aresult of the completion of the acquisition, CareFusion shares will cease trading, and will be delisted from the New York Stock Exchange. Excluding transaction-related expenses relating to the closing, BD expects the acquisition to have an immaterial impact on the company’s results of operations in the second fiscal quarter, which ends on March 31, 2015. The company will provide an update to its fiscal year 2015 outlook on its second fiscal quarter earnings conference call in May. Beginning in the second half of fiscal year 2015, BD will report a new medical segment structure, which will include CareFusion.

Becton, Dickinson and Company announces that it completed its acquisition of CareFusion Corporation pursuant to the terms of its previously announced agreement and plan of merger, dated Oct. 5, 2014.

Vincent A. Forlenza, BD’s chairman, CEO and president, says, “We are very excited to announce the consummation of the CareFusion acquisition, as it represents a major milestone in BD’s 118-year history. This acquisition significantly accelerates BD’s strategy and builds scale and depth in medication management and patient safety solutions. We look forward to the future with confidence as we become one of the largest global leaders in medical technology, and are better positioned to partner with healthcare providers around the world to provide safer, more economical and improved care.”

Pursuant to the terms of the merger agreement, upon completion of the acquisition, CareFusion became a wholly-owned subsidiary of BD and each outstanding share of common stock, par value $0.01 per share, of CareFusion (other than shares with respect to which appraisal rights have been properly demanded and not withdrawn) was converted into the right to receive $49 in cash, without interest and 0.0777 of a share of common stock, par value $1.00 per share, of BD. As aresult of the completion of the acquisition, CareFusion shares will cease trading, and will be delisted from the New York Stock Exchange.

Excluding transaction-related expenses relating to the closing, BD expects the acquisition to have an immaterial impact on the company’s results of operations in the second fiscal quarter, which ends on March 31, 2015. The company will provide an update to its fiscal year 2015 outlook on its second fiscal quarter earnings conference call in May. Beginning in the second half of fiscal year 2015, BD will report a new medical segment structure, which will include CareFusion.

Source: BD