425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of the earliest event reported): March 13, 2015

BECTON, DICKINSON AND COMPANY

(Exact name of registrant as specified in its charter)

New Jersey	001-4802	22-0760120
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Becton Drive

Franklin Lakes, New Jersey 07417-1880

(Address of principal executive offices) (Zip Code)

(201) 847-6800

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On March 13, 2015, Becton, Dickinson and Company (“BD”) and CareFusion Corporation (“CareFusion”) issued a joint press release announcing that the companies have received clearance from the European Commission under the EU Merger Regulation for the pending acquisition of CareFusion by BD. The proposed acquisition is currently expected to close on March 17, 2015.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Joint Press Release, dated March 13, 2015

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FORWARD-LOOKING STATEMENTS

This communication contains certain estimates and other forward-looking statements (as defined under Federal securities laws). Forward looking statements generally are accompanied by words such as “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding the estimated or anticipated timing of consummation of the proposed acquisition of CareFusion by BD discussed in BD’s and CareFusion’s respective filings with the Securities Exchange Commission. These statements are based on the current expectations of BD and CareFusion management and it is possible that the closing could be a date subsequent to the date indicated. BD and CareFusion do not intend to update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by applicable laws or regulations.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BECTON, DICKINSON AND COMPANY (Registrant)
By:	/s/ Gary DeFazio
Name:	Gary DeFazio
Title:	Vice President and Corporate Secretary

Date: March 13, 2015

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Joint Press Release, dated March 13, 2015

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EX-99.1

Exhibit 99.1

 

BD Contacts:

Media: Abigail Cardona

201-847-4605

abigail_cardona@bd.com

Investors: Monique N. Dolecki

201-847-5378

monique_dolecki@bd.com

CareFusion Contacts:

Media: Kristen Cardillo

(858) 617-2317

kristen.cardillo@carefusion.com

Investors: Tristan Ribar

(858) 617-1476

Tristan.ribar@carefusion.com

EUROPEAN COMMISSION CLEARS BD ACQUISITION OF CAREFUSION

Clearance Completes Required Regulatory Approvals

Franklin Lakes, NJ and San Diego, CA—(March 13, 2015)—Becton, Dickinson and Company (NYSE: BDX) (“BD”) and CareFusion Corporation (NYSE: CFN) (“CareFusion”) announced today that the companies have received clearance from the European Commission under the EU Merger Regulation for the pending acquisition of CareFusion by BD. The proposed acquisition has now received all necessary regulatory approvals.

The proposed acquisition, which has been approved by CareFusion shareholders, remains subject to customary closing conditions. BD and CareFusion currently expect the proposed acquisition to close on March 17, 2015.

About BD

BD is a leading medical technology company that partners with customers and stakeholders to address many of the world’s most pressing and evolving health needs. Our innovative solutions are focused on improving drug delivery, enhancing the diagnosis of infectious diseases and cancers, supporting the management of diabetes and advancing cellular research. We are nearly 30,000 associates in 50 countries who strive to fulfill our purpose of “Helping all people live healthy lives” by advancing the quality, accessibility, safety and affordability of healthcare around the world. For more information, please visit www.bd.com.

About CareFusion

CareFusion is a global corporation serving the health care industry with products and services that help hospitals measurably improve the safety and quality of care. The company develops industry-leading technologies including Alaris^® infusion pumps and IV sets, MaxPlus^® and MaxZero™ IV connectors and sets, Pyxis^® automated dispensing and patient identification systems, AVEA^®, LTV^® series and AirLife^® ventilation and respiratory products, ChloraPrep^® products, MedMined^® services for data mining surveillance, V. Mueller^® surgical instruments, and an extensive line of products that support interventional medicine. CareFusion employs approximately 15,000 people across its global operations. More information may be found at www.carefusion.com.

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FORWARD-LOOKING STATEMENTS

This communication contains certain estimates and other forward-looking statements (as defined under Federal securities laws). Forward looking statements generally are accompanied by words such as “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding the estimated or anticipated timing of consummation of the proposed acquisition of CareFusion by BD discussed in BD’s and CareFusion’s respective filings with the Securities Exchange Commission. These statements are based on the current expectations of BD and CareFusion management and it is possible that the closing could be a date subsequent to the date indicated. BD and CareFusion do not intend to update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by applicable laws or regulations.