Banking Recap

M&A Transaction Announced for $4.20B

BD (Becton, Dickinson and Company) and Edwards Lifesciences announced on June 3, 2024 a definitive agreement under which BD will acquire Edwards' Critical Care product group, a global leader in advanced hemodynamic and patient monitoring solutions, for $4.2 billion in cash. Critical Care, which invented the hemodynamic monitoring category and includes the Swan-Ganz pulmonary artery catheter, has approximately 4,500 employees based mostly in Irvine, California, and generated more than $900 million in revenue in 2023.

Jun 3, 2024·SEC EDGAR (8-K)·pending regulatory·acquisition of carve-out business (cash)

Deal value

This record is sourced from an Exhibit 99.1 news release furnished with Becton Dickinson's Form 8-K filed June 3, 2024. At announcement, the transaction was a signed definitive agreement subject to customary regulatory reviews and closing conditions, with closing expected before the end of the 2024 calendar year.

Perella Weinberg Partners and Citi both acted as financial advisers to BD, the acquirer, per the release's statement "Advisers Perella Weinberg Partners and Citi are acting as financial advisers, and Ropes & Gray, LLP is providing legal counsel to BD." No financial adviser to Edwards Lifesciences is named in this release, and no lead designation is given between Perella Weinberg and Citi.

On the legal side, Ropes & Gray, LLP represented BD; no legal adviser for Edwards Lifesciences is disclosed in this release.

BD said it expects to fund the all-cash transaction with approximately $1 billion of cash on hand and $3.2 billion of new debt, and that the deal is expected to be immediately accretive to BD's revenue growth, adjusted gross and operating margins, and adjusted earnings per share; Critical Care will operate as a separate business unit within BD's Medical segment, based in Irvine and led by Katie Szyman, reporting to BD Medical segment president Mike Garrison.

Not disclosed in the sourced document is any EBITDA or revenue multiple implied by the $4.2 billion price, Edwards Lifesciences' financial or legal advisers on the sale, or the specific regulatory approvals required to close.