Edwards Lifesciences announced it has entered into a definitive agreement to sell its Critical Care product group to BD (Becton, Dickinson and Company), 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.
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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.
