CareFusion Files Amended Form 10 Registration Statement With SEC

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Tue Jul 7, 2009 8:33am EDT

Announces Receipt of Private Letter Ruling from IRS; Adjusts Planned
Distribution Ratio

SAN DIEGO, July 7 /PRNewswire-FirstCall/ -- CareFusion Corporation, the
company that will become public from the planned spinoff of Cardinal Health's
clinical and medical products businesses, today filed a fourth amendment to
its Form 10 Registration Statement with the Securities and Exchange Commission
(SEC), where it announced the receipt of the private letter ruling from the
Internal Revenue Service (IRS) and an adjusted distribution ratio for the
planned spinoff.

Cardinal Health has received a private letter ruling from the IRS that the
planned contribution by Cardinal Health of the assets of the clinical and
medical products businesses to CareFusion and the planned distribution of
CareFusion common stock to Cardinal Health shareholders will qualify as a
transaction that is generally tax-free for U.S. federal income tax purposes. 

As part of the filing, the company also disclosed a new distribution ratio for
the planned spinoff of 0.5 share of CareFusion common stock for each common
share of Cardinal Health held at the record date. Based on approximately 360
million Cardinal Health common shares outstanding as of March 31, a total of
approximately 180 million shares of CareFusion common stock will be
distributed to Cardinal Health shareholders. As previously disclosed, Cardinal
Health will retain up to 19.9 percent of CareFusion's outstanding common
stock, which equals approximately 45 million additional shares. Cardinal
Health will divest all CareFusion shares within five years of completing the
spinoff.

"The decision to modify the distribution ratio was driven by a preference to
have fewer shares outstanding, allowing CareFusion to enter the market with a
share price that is more consistent with other large-cap med tech companies
and providing what we believe will be greater liquidity to our future
shareholders," said David Schlotterbeck, CEO of CareFusion. "The receipt of
the private letter ruling is an important milestone marking continued progress
towards the planned spinoff, which we continue to expect to complete this
summer."

The completion and timing of the planned spinoff are dependent on a number of
factors, including the Form 10 being declared effective by the SEC and the
Cardinal Health board of directors declaring a dividend of CareFusion stock to
Cardinal Health shareholders. Other conditions to completing the planned
spinoff include both companies' debt being rated as investment grade. The
satisfaction of some conditions will depend in part on credit market
conditions at the time of the required financial transactions. In addition,
the timing of the planned spinoff is being assessed in light of the timing of
receipt by CareFusion of 510(k) clearance from the Food and Drug
Administration relating to its Alaris(R) PCA module and related Alaris(R) PC
Unit, as described in the amended Form 10 Registration Statement. No assurance
can be provided as to the timing of the planned spinoff or that all conditions
to the planned spinoff will be met.


About CareFusion Corporation
CareFusion Corporation, a wholly owned subsidiary of Cardinal Health (NYSE:
CAH), is expected to become a public company from the planned spinoff of
Cardinal Health's clinical and medical products businesses. The global company
serves the health care industry with products and services that help hospitals
measurably improve the safety and quality of health care. CareFusion develops
market-leading technologies including Alaris(R) IV pumps, Pyxis(R) automated
dispensing and patient identification systems, AVEA and Pulmonetic Systems
ventilation and respiratory products, ChloraPrep(R) and MedMined(TM) services
for infection prevention, neurological monitoring and diagnostic products, V.
Mueller(R) surgical instruments, and an extensive line of products that
support interventional medicine.

CareFusion employs more than 15,000 people across its global operations and
serves customers in 120 countries. The company has applied to have its shares
of common stock listed on the New York Stock Exchange under the ticker symbol
"CFN."  More information may be found at www.carefusion.com.


Cautions Concerning Forward-Looking Statements
This news release contains forward-looking statements addressing the planned
spinoff of Cardinal Health's clinical and medical products businesses as a
separate company named CareFusion, which is dependent upon future events or
developments and subject to risks and uncertainties that could cause actual
results to differ materially from those projected, anticipated or implied.
These risks and uncertainties include uncertainties regarding the planned
spinoff of CareFusion, including the timing and terms of any such spinoff and
whether such spinoff will be completed as it is subject to a number of
conditions. In addition, Cardinal Health and CareFusion are subject to
additional risks and uncertainties described in CareFusion's Form 10 and
Cardinal Health's Form 10-K, Form 10-Q and Form 8-K reports (including all
amendments to those reports) and exhibits to those reports. Except to the
extent required by applicable law, Cardinal Health and CareFusion undertake no
obligation to update or revise any forward-looking statement.


SOURCE  Cardinal Health, Inc.; CareFusion Corporation

Media, Jim Mazzola, +1-858-617-1203, jim.mazzola@carefusion.com, or Investors,
Carol Cox, +1-858-617-2020, carol.cox@carefusion.com, both of CareFusion
Corporation
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