BD (Becton, Dickinson and Company) announced its board of directors has unanimously authorized management to proceed with a plan to spin off the company’s Diabetes Care business as an independent, publicly traded company (“NewCo”).
“The decision to spin off our Diabetes Care business is part of our active portfolio management and consistent with our BD 2025 strategy to Grow, Simplify and Empower,” said Tom Polen, chairman, CEO and president of BD. “The spinoff will allow BD to strengthen its growth profile, enables a greater investment focus on our other core businesses and high-growth opportunities, and makes a greater impact for our customers and patients. We are proud of BD’s leadership in driving innovation to support people with diabetes and believe this transaction will empower NewCo to advance a more focused strategy and capital allocation policy to further advance innovation and growth specific to its unique market. As a standalone public company, we believe NewCo will be better positioned to leverage its leadership position in insulin delivery to advance vital, innovative solutions to the large and growing number of people living with diabetes worldwide. We believe today’s announcement demonstrates our commitment to maximize long-term value for all stakeholders — including our patients, customers, employees and shareholders.”
THE SPINOFF CREATES TWO INDEPENDENT COMPANIES WITH ATTRACTIVE STANDALONE INVESTMENT CHARACTERISTICS
BD believes the spinoff of the Diabetes Care business will create long-term value for BD shareholders and create a platform to continue to enhance the tools provided to people with diabetes. The transaction is expected to create two, independent companies with:
- Enhanced focus on strategic, operational and financial drivers to accelerate revenue growth
- Optimized product portfolios to better meet customer and patient needs
- More efficient resource and capital allocation to pursue each company’s strategic goals
NewCo to leverage its market-leading insulin delivery devices
While NewCo will be a new, publicly traded company, the Diabetes Care business has roots in BD’s introduction of the world’s first specialized insulin syringe in 1924. The Diabetes Care business has played a leading role in driving the adoption of insulin syringes and insulin pens combined with pen needles as the leading modality for insulin injection. Today, the Diabetes Care business is the leading producer of diabetes injection devices, producing approximately 8 billion injection devices annually and serving about 30 million patients — more than any other company in the world.
NewCo’s revenue and manufacturing footprint are geographically diverse. In fiscal 2020, the Diabetes Care business generated revenues of nearly $1.1 billion, with 48% of revenues generated outside of the United States, including 17% of revenues from emerging markets. NewCo will have manufacturing sites in the United States, Ireland, and China, and is expected to have office locations in New Jersey and Massachusetts.
The Diabetes Care business is a leader in an attractive market with significant unmet need for chronic care. Left untreated, diabetics face a host of medical complications and co-morbidities, and the Diabetes Care business is an integral player in delivering patient treatment worldwide. Today’s diabetic population, estimated at 463 million individuals worldwide, is expected to increase to 700 million by 2045.1
BD management expects that, as a separate independent entity, NewCo will be better positioned to pursue its strategic priorities, build on its current leadership positions in the diabetes care market, and attract new investors. NewCo’s margin structure, positive cash flows and anticipated capital structure are expected to provide financial flexibility to pursue increased investments in organic and inorganic growth opportunities. NewCo is also expected to use its publicly traded stock to more effectively attract, incentivize and retain qualified talent.
BD to continue its focus on leading medical technologies and solutions
Following the spinoff, BD will maintain category leadership positions across its portfolio in the BD Medical, BD Life Sciences and BD Interventional segments.
BD Medical, which today includes the Diabetes Care business, will continue to be the global leader in end-to-end medication management solutions with its BD Alaris™ brand of infusion pumps, BD Pyxis™ brand of medication and supply dispensing solutions, BD HealthSight™ data and analytics platforms and its breadth of medication delivery devices. It will also continue to be the global leader in prefilled injectable delivery devices through its innovative pre-fillable syringes, self-injection systems, safety systems and needle technologies. The spinoff does not impact BD’s ability to fulfill its orders related to COVID-19 mass vaccination campaigns.
BD Life Sciences is a global leader of solutions from discovery to diagnosis, continually advancing science and clinical outcomes across infectious disease and cancer. Its product offerings include market leading specimen collection and management, and microbiology automation and testing solutions. BD is a leading provider of high-quality flow cytometry and single-cell genomics solutions for scientific research and clinical laboratories. The Life Sciences segment continues to play a critical role in both molecular and rapid antigen testing during the COVID-19 pandemic.
The BD Interventional segment is also a global leader, advancing the treatment of high-burden diseases like peripheral arterial and venous disease, cancer, and end-stage renal disease. It also focuses on developing innovative surgical, endovascular, urological and critical care interventions that not only meet clinical needs but also deliver value to health systems and improve patients’ lives.
The decision to pursue the spinoff of the Diabetes Care business demonstrates BD’s strong ongoing commitment to the company’s BD 2025 strategy, which includes its three strategic pillars of Grow, Simplify and Empower. BD intends to maintain its investment grade rating while investing in growth opportunities focusing on higher growth market categories. BD will also continue to increase its R&D investments and strengthen its pipeline across three innovation themes, which include applying smart devices, robotics, analytics and artificial intelligence to improve care processes; enabling new care settings to enhance patient experience and lower costs; and investing to improve diagnosis and treatment of chronic disease.
Spinoff is expected to be completed in the first half of calendar year 2022
BD expects the spinoff to be accomplished through a distribution of stock in NewCo to BD shareholders. The spinoff is expected to be tax-free for U.S. federal income tax purposes, except to the extent of any cash received in lieu of fractional shares. BD does not expect the spinoff to impact its current dividend. The transaction is also expected to be completed in the first half of calendar year 2022, subject to the satisfaction of customary conditions, including final approval from the BD Board of Directors, regulatory approvals and the effectiveness of a Form 10 registration statement that will be filed with the SEC.
There can be no assurance regarding the ultimate timing of the proposed transaction or that the transaction will be completed at all.