Becton Dickinson Agrees to Acquire CareFusion for $12.2B

Becton, Dickinson & Co. agreed to buy CareFusion Corp. for $12.2 billion in a cash-and-stock deal that will enhance the company’s role in providing drug management and patient safety services to hospitals.

CareFusion stockholders will get $49 in cash and 0.0777 of a Becton Dickinson share for each share they own, Franklin Lakes, New Jersey-based Becton Dickinson said in a statement yesterday. Based on Becton Dickinson’s Oct. 3 price, the deal’s value of $58 a share is a 26 percent premium for investors in San Diego-based CareFusion. The transaction is expected to close in the first half of 2015.

The merged company will be the leader in the medication management sector, offering a “one-stop-shop” option for hospitals looking to improve efficiency, said Vijay Kumar, an analyst with ISI Group LLC in New York, in a note to clients. Becton Dickinson will also be able to expand sales of CareFusion’s products in international markets, which now make up only 22 percent sales, he said.

CareFusion’s shares rose 23 percent to close at $56.75 in New York, the biggest one-day rise since August 2009. Becton Dickinson’s shares rose 7.9 percent to $124.98, the most since October 2008.

There have been $470 billion worth of pending or closed deals in the health-care industry so far this year, according to data compiled by Bloomberg, as companies in medical devices, drugs and biotechnology combine to take advantage of economies of scale, leave their U.S. addresses for tax reasons, and acquire new products from competitors.

Deal Boom

“There has never been so much merger and acquisition activity in the medical technology industry,” said Jason McGorman, an analyst at Bloomberg Intelligence in Princeton, New Jersey, in a text message. “It could be driven by desire to have more products for the hospital.”

Pricing pressures on hospitals have led them to crack down on outside purchases, with many turning to bulk orders to cut costs and increase volume. Medtronic Inc. agreed to buy Covidien Plc in June in an agreement deal that was also intended to broaden offerings to hospitals.

The CareFusion deal will let Becton Dickinson offer a range of medication services, from drug preparation and delivery to patients on the hospital floor, to monitoring how they subsequently fare. The global medication management market is worth $20 billion, Becton Dickinson Chief Executive Officer Vincent Forlenza said in the statement.

Beckon Dickinson first approached CareFusion several months ago as part of the two-year-old effort to refocus the company on the consumer, Forlenza said in a telephone interview. He will remain at the helm of the combined company. CareFusion CEO Kieran Gallahue will stay until the deal closes.

Cost Cuts

Becton Dickinson has already identified $250 million in cost cuts that will come from reducing overhead expenses, combining operations and trimming manufacturing operations. The savings will be fully realized by 2018. The company will suspend its $400 million in annual share repurchases until its debt level is reduced, Forlenza said.

CareFusion is a top provider of infusion pumps and drug dispensing systems, while Becton Dickinson sells laboratory equipment, diagnostic tests and a range of drug delivery systems, including hypodermic needles, syringes and self-injection systems.

“CareFusion focuses a lot on medication dispensing and targets cutting health care costs through efficiency,” McGorman said. “That may help hospitals cut costs and reduce hospital infections, both of which are goals from Obamacare,” also known as the Patient Protection and Affordable Care Act.

Goldman Sachs Group Inc. served as financial adviser to Becton Dickinson, which received legal advice from Skadden, Arps, Slate, Meagher & Flom LLP, according to the statement. Perella Weinberg Partners LP and Barclays Plc offered financial advice to CareFusion, whose legal adviser was Wachtell, Lipton, Rosen & Katz.

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