The Board of Directors of Becton, Dickinson and Company (NYSE:BDX) announced the spin-off of diabetes care business on May 6, 2021. As a result of the transaction, diabetes care business will be spun-off as an independent, publicly traded company ("NewCo"). Dickinson and Company expects the spinoff to be accomplished through a distribution of stock in NewCo to Dickinson and Company shareholders. Dickinson and Company does not expect the spinoff to impact its current dividend. In 2020, the diabetes care business generated revenues of nearly $1.1 billion. Under the terms, Becton, Dickinson will distribute 1 shares for every 5 Becton, Dickinson shares. NewCo will have manufacturing sites in the United States, Ireland and China, and is expected to have office locations in New Jersey and Massachusetts. Dev Kurdikar, who joined company earlier this year as the Worldwide President of Diabetes Care, will be Chief Executive Officer of NewCo. Jake Elguicze will serve as senior Vice President and Chief Financial Officer of NewCo. Additionally, Ginny Blocki will serve as Senior Vice President, product management and global marketing; Tom Blount will serve as Senior Vice President and President, North America; Shaun Curtis will serve as Senior Vice President, global manufacturing and supply chain; Ajay Kumar will serve as Senior Vice President and Chief Human Resources Officer; Jeff Mann will serve as Senior Vice President, general counsel and head of corporate development; Slobodan Radumilo will serve as Senior Vice President and President, international and Colleen Riley will serve as Senior Vice President and Chief Technology Officer of NewCo. Embecta board of directors will be led by non-executive chairman of the board David F. Melcher and will include current BD director Claire Pomeroy and retiring BD executive Christopher R. Reidy . Devdatt 'Dev' Kurdikar, who will be CEO of embecta upon completion of the spinoff, will also serve as a director. BDX announced that "embecta" will be the name of the independent, publicly-traded company that will hold BDX's Diabetes Care business upon the completion of spinoff. The transaction has been unanimously authorized management to proceed with a plan to spin-off. The transaction is subject to the satisfaction of customary conditions, including final approval from the BDX Board of Directors, regulatory approvals and the effectiveness of a Form 10 registration statement that will be filed with the SEC. On July 12, 2021, BD announced that David F. Melcher will be non-executive chair of the board of directors, and Claire Pomeroy, MD, MBA, will be a director of NewCo. Their appointments to the NewCo board of directors will be effective upon completion of the spin-off. As of February 1, 2022, Board of Directors of Diabetes Care business unanimously approved the transaction. Transaction is expected to be completed in first half of calendar year 2022. As of December, transaction is expected to close in the second quarter of calendar year 2022. As of February 1, 2022, transaction is expected to close on April 1 and record date as march 22, 2022. Wmbecta expects trading in its common stock to begin on a "when issued" basis on or around March 21, 2022, under the symbol "EMBCV" on the Nasdaq Global Select Market. Transaction has been approved by board of Becton, Dickinson and Company.

Perella Weinberg Partners LP and Morgan Stanley & Co. LLC acted as financial advisors, Wachtell, Lipton, Rosen & Katz LLP, Skadden, Arps, Slate, Meagher & Flom LLP and Helen Mantel and Claudia Poernig of Baker & McKenzie LLP acted as legal advisors, whereas PricewaterhouseCoopers LLP acted as accountant to Becton, Dickinson and Company. Computershare Trust Company NA, Asset Management Arm acted as transfer agent for Diabetes Care business of Becton, Dickinson and Company.

The Board of Directors of Becton, Dickinson and Company (NYSE:BDX) closed the spin-off of diabetes care business on April 1, 2022.