BD Board of Directors Approves embecta Spinoff and Declares Distribution of embecta Stock

Original from: BD Official

BD (Becton, Dickinson and Company) (NYSE: BDX), a leading global medical technology company, today announced its board of directors has approved the planned spinoff of its diabetes care business, which will be known as Embecta Corp. ("embecta") and declared a pro rata distribution of all of the outstanding shares of embecta common stock to BD shareholders.

The board voted unanimously to approve the spinoff to occur on April 1, 2022, concluding that the separation of the diabetes care business from the rest of BD is consistent with BD's growth strategy and helps to sharpen its focus on its core innovation priorities. The separation will also enhance the ability of embecta to attract capital investment, recruit talent and allocate resources and efforts into its unique business development, innovation and product development programs to drive future growth, which ultimately benefits more people living with diabetes around the world.

"Since the announcement of our intention to spin off the diabetes care business, teams across BD have been working diligently to prepare for a successful separation of the two companies, and the Board is pleased with their progress and satisfied that embecta is ready to serve its customers and drive higher growth as an independent organization," said Tom Polen, chairman, CEO and president of BD. "We expect both BD and embecta to drive greater long-term value for shareholders while delivering impactful solutions that improve the future of health care."

"The board approval is a significant milestone, and our team is eager to build upon our nearly 100-year legacy of developing innovations that help people with diabetes live a better life," says Devdatt "Dev" Kurdikar, who will be CEO of embecta upon completion of the spinoff.

The distribution of shares of embecta common stock will be made to BD's shareholders of record as of the close of business on March 22, 2022, the record date for the spinoff. The distribution is expected to be completed on 12:01 a.m., Eastern time, on April 1, 2022, subject to the satisfaction or waiver of conditions to the distribution described in embecta's registration statement on Form 10. BD will distribute 1 share of embecta common stock for every 5 common shares of BD outstanding as of the record date. Shareholders will receive cash in lieu of fractional shares of embecta common stock.

Upon completion of the distribution, embecta will be an independent, publicly traded company focused on diabetes management, and BD will retain no ownership interest. embecta has applied to have its common stock listed on NASDAQ under the ticker symbol EMBC and expects its stock will begin trading on a "regular way" basis on April 1, 2022.

The Internal Revenue Service previously issued a private letter ruling that the contribution by BD of the assets of the diabetes care business to embecta and the distribution of embecta common stock to BD 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.

No action is required by BD shareholders to receive their shares of embecta common stock in the spinoff. The distribution agent, transfer agent, and registrar for embecta 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, P.O. Box 505000, Louisville, KY 40233-5000 or via phone at 877.498.8861. Holders of BD common shares are encouraged to consult with their financial advisors regarding the specific implications of selling BD common shares on or before the distribution date.

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Source: BD Board of Directors Approves embecta Spinoff and Declares Distribution of embecta Stock