Cardinal Health Board of Directors Approves CareFusion Spinoff

Fri Jul 10, 2009 1:03pm EDT
 
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Schedules Aug. 18 Earnings Announcement; Spinoff effective Aug. 31

DUBLIN, Ohio, July 10 /PRNewswire-FirstCall/ -- Cardinal Health today
announced its board of directors has approved the spinoff of CareFusion
Corporation through a pro rata distribution of at least 80 percent of the
shares of CareFusion common stock to Cardinal Health shareholders, with
Cardinal Health retaining the remaining shares.

The board voted to approve the spinoff after concluding that, as separate
companies, both Cardinal Health and CareFusion will benefit from enhanced
management focus and sharper strategic vision, as well as improved
opportunities to make investments in their respective growth areas. The
spinoff is also expected to allow each company to adopt the capital structure,
investment policy and dividend policy best suited to the financial profile and
needs of each business. In addition, the spinoff is expected to improve the
alignment of management and employee incentives with performance and growth
objectives at each company.

"After a thorough and thoughtful review, the board unanimously approved the
spinoff with the intent to create greater long-term value for shareholders,"
said R. Kerry Clark, chairman and chief executive officer of Cardinal Health.
"We are eager to begin new chapters for Cardinal Health and CareFusion, as the
focus on improving the cost-effectiveness and quality of health care,
particularly in the U.S., plays directly into the unique strengths of both
companies."

As previously disclosed, the Internal Revenue Service has issued a private
letter ruling that the contribution by Cardinal Health of the assets of the
clinical and medical products business to CareFusion and the distribution of
CareFusion common stock to Cardinal Health shareholders will qualify as a
transaction that is tax-free for U.S. federal income tax purposes. It is
important that shareholders consult their tax advisers regarding the
particular consequences of the spinoff to them including the applicability and
effect of any U.S. federal, state, local and foreign tax laws.

The distribution of shares of CareFusion common stock will be made after the
close of trading on Aug. 31 to Cardinal Health's shareholders of record as of
5 p.m. EDT on Aug. 25, the record date for the spinoff. Cardinal Health will
distribute 0.5 share of CareFusion common stock for each common share of
Cardinal Health outstanding as of the record date. Shareholders will receive
cash in lieu of fractional shares of CareFusion common stock. 

Cardinal Health has been advised that a "when issued" public market on the New
York Stock Exchange (NYSE) for Cardinal Health common shares is expected to
begin shortly before the record date and continue through the distribution
date under the ticker symbol "CAH wi." Those who purchase Cardinal Health
common shares on a "when issued" basis will be buying Cardinal Health common
shares without the right to receive shares of CareFusion common stock. After
the spinoff, Cardinal Health common shares will remain outstanding and will
continue to trade on the NYSE under the ticker symbol "CAH." Holders of
Cardinal Health common shares as of the record date who sell common shares of
Cardinal Health in the "regular way" market on or before the distribution
date, will not receive shares of CareFusion common stock in the spinoff. By
selling their shares in the "regular way" market, such holders would be
selling their Cardinal Health common shares with the right to receive
CareFusion common stock. Holders of Cardinal Health common shares are
encouraged to consult with their financial advisors regarding the specific
implications of selling Cardinal Health common shares on or before the
distribution date.

There is no current market for shares of CareFusion common stock, but
CareFusion has applied to have its common stock listed on the NYSE under the
ticker symbol "CFN." CareFusion has been advised that trading in its common
stock is expected to begin on a "when issued" basis shortly before the record
date under the symbol "CFN wi." On Aug. 31, "when issued" trading is scheduled
to end for both "CAH wi" and "CFN wi" and "regular way" trading is scheduled
to begin for CareFusion common stock on Sept. 1 under the ticker symbol "CFN."


No action is required by Cardinal Health shareholders as of the record date to
receive their shares of the common stock of CareFusion Corporation in the
spinoff. The distribution agent, transfer agent, and registrar for CareFusion
common stock will be Computershare Trust Company N.A. For questions relating
to the transfer or mechanics of the stock distribution, shareholders may
contact Computershare, 250 Royall Street, Canton, Mass. 02021 or via phone at
877-498-8861. If shares are held by a bank, broker or other nominee,
shareholders may contact, Georgeson Inc., the information agent for the
distribution at 800-733-6231. 

Q4 Earnings

Cardinal Health plans to release fourth-quarter and full-year results for
fiscal 2009 on Tuesday, Aug. 18, prior to the opening of trading on the New
York Stock Exchange. The company will hold a webcast and conference call for
Aug. 18 at 8:30 a.m. EDT to discuss results for the quarter and full year for
Cardinal Health, which includes the businesses that are part of the CareFusion
spinoff. To access the call and corresponding slide presentation, visit the
investor page at cardinalhealth.com or dial 617-213-4858, passcode 66270788. 

Participants are advised to pre-register at the investor page at
cardinalhealth.com or to dial into the call at least 10 minutes prior to the
start time. Pre-registrants are issued a pin number that provides faster
access to the live call. Presentation slides, an audio replay and a transcript
will be archived on the Web site after the conclusion of the meeting. The
audio replay will also be available until 5 p.m. EDT on Aug. 25 by dialing
617-801-6888, passcode 65367949.

About CareFusion Corporation 
CareFusion Corporation, a wholly owned subsidiary of Cardinal Health, will
become a public company as a result of 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. 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. 


About "New" Cardinal Health 
Headquartered in Dublin, Ohio, Cardinal Health, Inc. (NYSE: CAH) reported
fiscal 2008 revenues of $87 billion, on an adjusted basis not including
CareFusion Corporation. The company improves the cost-effectiveness and
quality of health care by helping pharmacies, hospitals and ambulatory care
sites focus on patient care while reducing costs, improving efficiency and
increasing profitability. As one of the largest suppliers of pharmaceuticals
and medical products in the world, Cardinal Health is an essential link in the
health care supply chain, and is also a leading manufacturer of medical and
surgical products, including gloves, surgical apparel and fluid management
products. In addition, the company supports the growing diagnostic industry by
supplying medical products to clinical laboratories and operating the nation's
largest network of radiopharmacies that dispense products that aid in the
early diagnosis and treatment of disease. Ranked No. 18 on the Fortune 500,
Cardinal Health employs more than 30,000 people worldwide. More information
about the company may be found at www.cardinalhealth.com. 


Cautions Concerning Forward-Looking Statements
This news release contains forward-looking statements addressing expectations,
prospects, estimates and other matters that are dependent upon future events
or developments.  These matters are subject to risks and uncertainties that
could cause actual results to differ materially from those projected,
anticipated or implied.  These risks and uncertainties include (but are not
limited to) uncertainties related to the deferral in hospital capital spending
affecting Cardinal Health's Clinical and Medical Products businesses and
difficulties in forecasting the exact duration and potential long-term changes
in hospital spending patterns; uncertainties and risks regarding completion of
the spinoff, including the timing and terms of, and costs associated with, the
spinoff , and the impact of the spinoff on Cardinal Health, CareFusion and the
potential market for their respective securities; competitive pressures in
Cardinal Health's various lines of business; the loss of one or more key
customer or supplier relationships or changes to the terms of those
relationships; uncertainties relating to timing of generic and branded
pharmaceutical introductions and the frequency or rate of branded
pharmaceutical price appreciation or generic pharmaceutical price deflation;
changes in the distribution patterns or reimbursement rates for health care
products and/or services; the results, consequences, effects or timing of any
inquiry or investigation by any regulatory authority or any legal or
administrative proceedings; future actions of regulatory bodies or government
authorities relating to Cardinal Health's manufacturing or sale of products
and other costs or claims that could arise from its manufacturing, compounding
or repackaging operations or from its other services; the effects, timing or
success of restructuring programs or plans; the costs, difficulties and
uncertainties related to the integration of acquired businesses; uncertainties
related to the recent disruptions in the financial markets, including
uncertainties related to the availability and/or cost of credit and the impact
of the financial market disruptions on Cardinal Health's customers and
vendors; uncertainties regarding the ultimate features of government health
care reform initiatives and their enactment and implementation; and conditions
in the pharmaceutical market and general economic and market conditions. In
addition, Cardinal Health, CareFusion and the spinoff are subject to
additional risks and uncertainties described in Cardinal Health's Form 10-K,
Form 10-Q and Form 8-K reports and CareFusion's Form 10 registration statement
(including all amendments to those reports and registration statement) and
exhibits to those reports and registration statement.  This news release
reflects management's views as of July 10, 2009.  Except to the extent
required by applicable law, neither Cardinal Health nor CareFusion undertakes
an obligation to update or revise any forward-looking statement.



SOURCE  Cardinal Health, Inc.

Media: Troy Kirkpatrick, +1-614-757-6225, troy.kirkpatrick@cardinalhealth.com,
or Investors:  Sally Curley, +1-614-757-7115, sally.curley@cardinalhealth.com,
both of Cardinal Health

 

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