FILED BY CAREFUSION CORP.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND
DEEMED FILED PURSUANT TO RULE 14A-12 OF THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: CAREFUSION CORP
COMMISSION FILE NO. 333-199830
CareFusion Corporation made the following communication available to its employees on December 8, 2014:
 | Dec. 8, 2014 |
Joan Stafslien
EVP and General Counsel
Jason Strohm
Vice Chair, Integration Management Office
COO, Procedural Solutions
This message has been sent to the CareFusion Expanded Management Team
Update on proposed merger
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Early this morning, CareFusion and BD announced that CareFusion expects to host our special meeting of shareholders on Jan. 21, 2015, at which time, anyone holding CareFusion stock as of Dec. 18 will consider and vote on the proposed merger. We thought today’s announcement may generate questions from you and your team, which is why we wanted to take this opportunity to update you on the status of the merger and our integration planning progress.
As you may recall, shareholder approval is one of the closing conditions that are required in order to complete the merger with BD. Late last month, we met one closing condition when the waiting period under the Hart-Scott-Rodino (HSR) Act expired, granting us antitrust clearance in the United States. An additional closing condition is to receive antitrust approval by the European Commission under the European Union Merger Regulation.
While we are on track to complete the merger in the first half of 2015, we will not have received EU antitrust approval prior to the shareholder vote on Jan. 21. Based on our projected filing date for the formal notification in the EU, the close of the acquisition – and “Day One” – will likely not occur until some time in February 2015at the earliest.
We will keep you posted on our progress with the merger, and in the meantime, we continue to engage functional leaders in integration planning and readying for Day One. As always, if you have any questions about the proposed merger or our integration planning efforts, please email us at CareFusion.Communication@carefusion.com.
CareFusion Confidential – FOR INTERNAL USE ONLY
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Forward Looking Statements
This communication contains certain estimates and other forward-looking statements (as defined under Federal securities laws). Forward looking statements generally are accompanied by words such as “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding the estimated or anticipated future results of BD, and of the combined company following BD’s proposed acquisition of CareFusion, the anticipated benefits of the proposed combination, including estimated synergies, the expected timing of completion of the transaction and other statements that are not historical facts. These statements are based on the current expectations of BD and CareFusion management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties regarding BD and CareFusion’s respective businesses and the proposed acquisition, and actual results may differ materially. These risks and uncertainties include, but are not limited to, the ability of the parties to successfully close the proposed acquisition,
including the risk that the required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the transaction; risks relating to the integration of CareFusion’s operations, products and employees into BD and the possibility that the anticipated synergies and other benefits of the proposed acquisition will not be realized or will not be realized within the expected timeframe; the outcome of any legal proceedings related to the proposed merger; access to available financing for the refinancing of BD’s or CareFusion’s debt on a timely basis and reasonable terms; the ability to market and sell CareFusion’s products in new markets, including the ability to obtain necessary regulatory product registrations and clearances; the loss of key senior management or other associates; the anticipated demand for BD’s and CareFusion’s products, including the risk of future reductions in government healthcare funding, changes in reimbursement rates or changes in healthcare practices that could result in lower utilization rates or pricing pressures; the impact of competition in the medical device industry; the risks of fluctuations in interest or foreign currency exchange rates; product liability claims; difficulties inherent in product development, including the timing or outcome of product development efforts, the ability to obtain regulatory approvals and clearances and the timing and market success of product launches; risks relating to fluctuations in the cost and availability of raw materials and other sourced products and the ability to maintain favorable supplier arrangements and relationships; successful compliance with governmental regulations applicable to BD, CareFusion and the combined company; changes in regional, national or foreign economic conditions; uncertainties of litigation, as well as other factors discussed in BD’s and CareFusion’s respective filings with the Securities Exchange Commission. BD and CareFusion do not intend to update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by applicable laws or regulations.
Important Information for Investors
In connection with the proposed transaction, BD filed with the SEC a registration statement on Form S-4 that constitutes a prospectus of BD and includes a proxy statement of CareFusion. BD and CareFusion also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the proxy statement/prospectus and other relevant documents filed by BD and CareFusion with the SEC at the SEC’s website atwww.sec.gov. In addition, you will be able to obtain free copies of these documents by phone, e-mail or written request by contacting the investor relations department of BD or CareFusion at the following: Monique N. Dolecki, Investor Relations – 201-847-5378Monique_Dolecki@bd.com or Jim Mazzola, Investor Relations – 858-617-1203Jim.Mazzola@CareFusion.com.
Participants in the Solicitation
BD and CareFusion and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about BD’s directors and executive officers is available in BD’s proxy statement dated December 19, 2013 for its 2014 Annual Meeting of Shareholders and in subsequent SEC. Information about CareFusion’s directors and executive officers is available in CareFusion’s proxy statement dated September 25, 2014, for its 2014 Annual Meeting of Stockholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the merger when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from BD or CareFusion as indicated above. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.