BD (NYSE:BDX) announced today that its board of directors approved the planned spinoff of its diabetes care business, Embecta.
Franklin Lakes, N.J.-based BD confirmed in May 2021 that it planned to spin off its diabetes care business as an independent, publicly-traded company during the first half of 2022, and in December 2021, it confirmed the naming of the new business as “embecta” (Embecta Corp.).
According to a news release, the board voted to unanimously approve the spinoff, concluding that the separation of the diabetes business from the rest of BD is consistent with the company’s growth strategy and enhances the ability of Embecta to attract capital investment, recruit talent and allocate resources. The spinoff is set to occur on April 1, 2022.
The board also today declared a pro-rata distribution of all the outstanding shares of Embecta common stock to BD shareholders.
“Since the announcement of our intention to spin off the diabetes care business, teams across BD have been working diligently to prepare for a successful separation of the two companies, and the board is pleased with their progress and satisfied that Embecta is ready to serve its customers and drive higher growth as an independent organization,” BD Chair, President and CEO Tom Polen said in the release. “We expect both BD and Embecta to drive greater long-term value for shareholders while delivering impactful solutions that improve the future of health care.”
Devdatt Kurdikar, who serves as the worldwide president of BD’s diabetes care business, will be the CEO of Embecta upon the completion of the spinoff, as previously announced.
“The board approval is a significant milestone, and our team is eager to build upon our nearly 100-year legacy of developing innovations that help people with diabetes live a better life,” Kurdikar said.
The distribution of Embecta common stock shares will be made to BD’s shareholders of record as of the close of business on March 22, 2022, the record date for the spinoff. BD expects the distribution to be completed at 12:01 a.m., Eastern time, on April 1, 2022.
BD will distribute one share of Embecta common stock for every five common shares of BD outstanding as of the record date. Shareholders will receive cash in lieu of fractional shares of Embecta common stock.
Once the distribution is completed, Embecta will be an independent, publicly-traded company, with BD retaining no ownership interest. According to BD, Embecta applied to have its common stock listed on the Nasdaq market under the “EMBC” ticker, with expectations that its stock will begin trading on a “regular way” basis on April 1, 2022.