Epstein Becker Green Assists Medical Technology Client in $12 Billion Acquisition


October 5, 2014

Epstein Becker Green (EBG), serving as health regulatory counsel, successfully assisted its client Becton, Dickinson and Company (BD), a medical technology company, in conducting health regulatory due diligence and negotiating the terms of a purchase agreement to be used in connection with the client’s acquisition of CareFusion Corporation, an international medical products manufacturer. The purchase price was valued at $12.2 billion. This deal will substantially expand BD’s geographic reach and catalog of medical devices, enabling BD to become a world leader in medication management and patient safety solutions. BD announced the signing of the purchase agreement on October 5, 2014, and the transaction is expected to close during the first half of 2015.

EBG attorneys Bradley Merrill Thompson and Kim Tyrrell-Knott led a team that conducted the preliminary due diligence on various health regulatory issues, particularly U.S. Food and Drug Administration (FDA) and privacy and security matters. As CareFusion is operating under a consent decree from FDA, an examination of the FDA regulatory issues and assessment of CareFusion’s FDA quality system were key components of the due diligence and critical to the transaction going forward. The EBG team, working alongside transactional counsel, negotiated health regulatory terms and advised on health regulatory issues associated with the value drivers for the deal and post-closing integration plans.

In addition to Mr. Thompson and Ms. Tyrrell-Knott, the EBG team included James A. Boiani, Ali Lakhani, Benjamin M. Zegarelli, Adam C. Solander, Stuart M. Gerson, and Colleen Hittle of EBG Advisors.