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Becton Dickinson to Acquire CareFusion for $12.2B BY ANDREW VAHRADIAN, OCTOBER 9, 2014

Becton, Dickinson & Company (BD) entered into a definitive agreement to acquire CareFusion Corporation for $58.00 a share in cash and stock, equating to a total enterprise value of $12.2 billion, or 3.2x LTM revenues, or 13.4x LTM Adjusted EBITDA.

Under the terms of the transaction, CareFusion shareholders will receive $49.00 in cash and 0.0777 of a share of BD for each share of CareFusion, which equates to $58.00 per CareFusion share based on BD’s closing price as of October 3, 2014. Upon closing, BD and CareFusion shareholders will own approximately 92% and 8% of the combined company respectively.

CareFusion is medical technology company that offers a comprehensive portfolio of products in the areas of medication management, infection prevention, operating room (OR) and procedural effectiveness, and respiratory care.

The transaction builds upon BD's positions in medication management and patient safety solutions, and improves the company's capability to maximize outcomes in infection prevention, respiratory care, and acute care procedural effectiveness with an expanded product portfolio. With the combination, BD aims to improve quality of patient care and reduce healthcare costs by addressing unmet needs in hospitals, hospital pharmacies and alternate sites of care to increase efficiencies, reduce medication administration errors and improve patient and healthcare worker safety.

After closing, CareFusion will operate as part of BD’s Medical segment, and BD plans to maintain an active presence in San Diego where CareFusion is currently headquartered. The merger is expected to provide double-digit cash EPS accretion to BD in the first full year, and is also expected to be accretive to GAAP EPS in FY2018. The transaction is anticipated to close in 1H:15.

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