Edwards Lifesciences to Sell Critical Care to BD
June 03 2024 - 6:30AM
Business Wire
Agreement strengthens Edwards’ strategy to
advance structural heart innovation
Edwards Lifesciences (NYSE: EW) today announced it has entered
into a definitive agreement to sell its Critical Care product group
to BD (Becton, Dickinson and Company) (NYSE: BDX), in an all-cash
transaction valued at $4.2 billion. With this agreement, Edwards is
no longer pursuing the previously announced spin-off of Critical
Care.
Edwards will use the after-tax cash proceeds to fund strategic
growth investments. The sale enhances Edwards’ balance sheet
flexibility for disciplined investments in technologies for aortic,
mitral, tricuspid and pulmonic patients, as well as new therapeutic
areas for interventional heart failure. Edwards’ goal is to build
the most comprehensive structural heart disease portfolio through
its pursuit of breakthrough technologies, indication expansions and
world-class evidence for its surgical, TAVR and transcatheter
mitral and tricuspid innovations, with the focus on helping even
more patients around the world.
“Edwards’ underlying rationale for separating Critical Care
remains the same: we are laser focused on pursuing a strategy
centered on structural heart disease,” said Bernard Zovighian,
Edwards’ CEO. “Our goal is to serve large unmet patient needs with
our differentiated innovations while extending our global
leadership, delivering sustainable growth and increasing
shareholder value. Critical Care has made significant contributions
to our company and has a long history of pioneering innovation. We
believe this transaction will strengthen Edwards, Critical Care and
BD, paving the way for both companies to deliver even greater value
to patients.”
Critical Care will operate in Irvine, CA, and will be led by
Katie Szyman, who is currently the corporate vice president of
Critical Care for Edwards.
The transaction is expected to close by the end of 2024, subject
to the satisfaction or waiver of certain closing conditions,
including the receipt of required antitrust and foreign investment
approvals. If it closes as expected, the impact to adjusted
earnings per share (EPS) in 2024 would be immaterial. Other terms
of the agreement were not disclosed.
Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC
served as financial advisors, and Skadden Arps served as legal
counsel to Edwards on the transaction.
About Edwards
Lifesciences
Edwards Lifesciences is the global leader of patient-focused
innovations for structural heart disease and critical care
monitoring. We are driven by a passion for patients, dedicated to
improving and enhancing lives through partnerships with clinicians
and stakeholders across the global healthcare landscape. For more
information, visit www.edwards.com and follow us on Facebook,
Instagram, LinkedIn, X and YouTube.
This news release includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements include, but are not limited to,
statements made by Mr. Zovighian, statements regarding the delivery
of additional value for patients and Edwards’ goals in structural
heart innovation, the timing for the closing of the transaction and
Edwards’ ability to satisfy the closing conditions, including the
receipt of required antitrust and foreign investment approvals.
Forward-looking statements are based on estimates and assumptions
made by management of the company and are believed to be
reasonable, though they are inherently uncertain and difficult to
predict. Our forward-looking statements speak only as of the date
on which they are made, and we do not undertake any obligation to
update any forward-looking statement to reflect events or
circumstances after the date of the statement. Investors are
cautioned not to unduly rely on such forward-looking
statements.
Forward-looking statements involve risks and uncertainties that
could cause results to differ materially from those expressed or
implied by the forward-looking statements based on a number of
factors. Factors that could cause actual results or experience to
differ materially from that expressed or implied by the
forward-looking statements include, but are not limited to: (i)
Edwards and BD may be unable to close the transaction in a timely
manner or at all, including obtaining required regulatory approvals
and satisfying other closing conditions, which may materially and
adversely affect Edwards’ business and the price of Edwards’ common
stock; (ii) uncertainty as to the timing of closing of the
transaction; (iii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
purchase agreement; (iv) risks related to disruption of
management’s attention from Edwards’ ongoing business operations;
(v) the effect of the announcement or the pendency of the
transaction on Edwards’ relationships with its customers, operating
results and business generally; (vi) potential significant
transaction costs associated with the transaction; (vii) the
outcome of any legal proceedings or regulatory actions to the
extent initiated against Edwards, BD or others related to the
transaction; (viii) the ability of Edwards to execute on its
strategy and achieve its goals and other expectations after the
closing of the transaction; (ix) legal, regulatory, tax and
economic developments affecting Edwards’ business; (x) the
unpredictability and severity of catastrophic events, including,
but not limited to, acts of terrorism, outbreak of war or
hostilities or current or future pandemics or epidemics, as well as
Edwards’ response to any of the aforementioned factors; and (xi)
other risks detailed in Edwards’ filings with the Securities and
Exchange Commission, including its Annual Report on Form 10-K for
the year ended December 31, 2023, and its Quarterly Report on Form
10-Q for the quarter ended March 31, 2024. These filings, along
with important safety information about our products, may be found
at Edwards.com.
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Contact: Mark Wilterding, 949-250-6826
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