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Transcript
FREQUENTLY ASKED QUESTIONS BY SHAREHOLDERS ABOUT THE SPINOFF
OF CAREFUSION CORPORATION FROM CARDINAL HEALTH
Q1.) What is the distribution date for the spinoff of CareFusion?
A1) Cardinal Health has announced that the distribution of shares of CareFusion
common stock will be made after the close of trading on August 31 to Cardinal
Health’s shareholders of record as of 5:00 p.m. EDT on August 25, the record date
for the spinoff. Cardinal Health will distribute 0.5 share of CareFusion common stock
for each common share of Cardinal Health outstanding as of the record date.
Shareholders will receive cash in lieu of fractional shares of CareFusion common
stock.
Q2.) If I am a Cardinal Health shareholder on the record date, do I need to
take any action to receive my shares of CareFusion common stock?
A2.) No action is required by Cardinal Health shareholders as of the record date to
receive their shares of CareFusion common stock in the spinoff. The distribution
agent, transfer agent, and registrar for CareFusion common stock will be
Computershare Trust Company N.A. For questions relating to the transfer or
mechanics of the stock distribution, shareholders may contact Computershare, 250
Royall Street, Canton, Mass. 02021 or via phone at 877-498-8861. If shares are held
by a bank, broker or other nominee, shareholders may contact, Georgeson Inc., the
information agent for the distribution at 800-733-6231.
Q3.) How is trading of my Cardinal Health shares affected by the spinoff?
A3.) The number of Cardinal Health shares you own will not change as a result of the
spinoff. Your Cardinal Health shares will still trade on the NYSE under its present
symbol “CAH”. Cardinal Health shares that also entitle the holder to CareFusion
shares after the spinoff are traded in the “Regular Way” market. Cardinal Health
shares may also be traded without an entitlement to CareFusion shares, or “exdistribution”. We anticipate a specialized market known as a “When Issued” market
to be established on the NYSE for trading of shares of Cardinal Health ex-distribution
and shares of CareFusion common stock prior to the distribution under the symbols
“CAH wi” and “CFN wi”. CAH wi shares will not be entitled to receive CareFusion
shares in the spinoff.
Q4.) What is a “When Issued” market?
A4.) A “When Issued” market is a temporary market created to allow holders of
Cardinal Health common shares who are expecting to receive shares of CareFusion
common stock in the spinoff to separately trade each of their Cardinal Health and/or
related CareFusion shares in the market. Stocks trade on a “When Issued” basis
when officially they have not yet been issued, but they trade as if they have been
issued. All trades that take place in the “When Issued” market are expected to settle
three business days after the distribution date set by Cardinal Health.
Q5.) When does “When Issued” trading begin for CareFusion?
A5.) CareFusion has been advised that trading in its common stock is expected to
begin on a "When Issued" basis shortly before the record date of August 25 under
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the symbol "CFN wi." On August 31, "When Issued" trading is scheduled to end for
both "CAH wi" and "CFN wi" and "Regular Way" trading is scheduled to begin for
CareFusion common stock on September 1 under the ticker symbol "CFN."
Q6.) Do I need to sell my shares in the “When Issued” market?
A6.) The decision to sell shares and how to best accomplish a sale needs to be
determined by individual investors in consultation with their personal investment
advisors. As long as a person is in a position to meet certain requirements frequently
associated with trading on a “When Issued” basis, there are no set rules prohibiting
any individual from trading in either the “Regular Way” market or the “When Issued”
market. However, given that existing holders of Cardinal Health have the ability to
settle a sale of their shares in the normal three-business day period required for all
trading that takes place in the “Regular Way” market, holders desiring to sell their
Cardinal Health common shares and forego the right to receive shares of CareFusion
common stock in the spinoff do not need to sell their shares in the “When Issued”
market. Holders are encouraged to consult with their financial and tax advisors
before entering a trade in either of these markets.
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