Cardinal Health,Inc. (NYSE:CAH) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

Purchase Agreement

On April 18, 2017, Cardinal Health, Inc., an Ohio corporation
(the Company), and Medtronic plc, an Irish public limited company
(Medtronic), entered into a definitive stock and asset purchase
agreement (the Purchase Agreement) to which, among other things,
the Company will purchase certain equity interests and assets
collectively constituting the Patient Care, Deep Vein Thrombosis
and Nutritional Insufficiency businesses of Medtronic (the
Business), for a purchase price of $6.1billion in cash, subject
to certain adjustments (the Acquisition).

to the Purchase Agreement, subject to the terms and conditions
set forth therein, the Company would acquire from Medtronic,
among other things, (i)twelve manufacturing plants located in
North America; (ii)two manufacturing plants located in Europe;
and (iii)three manufacturing plants located in Asia.

The Purchase Agreement provides that closing of the Acquisition
is subject to the satisfaction or waiver of certain conditions,
including, among other things, the expiration or early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the receipt
of antitrust approvals in certain other specified
jurisdictions.

The Purchase Agreement contains certain termination rights,
including that either party will be permitted to terminate (i)in
connection with certain material breaches by the other party of
the other partys representations, warranties or covenants,
subject to a cure period, (ii)if the closing has not occurred on
or before January18, 2018; provided, that if the only remaining
unsatisfied conditions to closing at such date relate to certain
antitrust matters, such date will automatically extend to
April18, 2018 (the Outside Date) or (iii)if at any time prior to
closing, the conditions precedent to the performance of a partys
obligations at the closing will have become incapable of
fulfillment by the Outside Date. The Company and Medtronic have
each agreed, subject to specified conditions and limitations, to
indemnify the other party for breaches of representations,
warranties and covenants and for losses arising from certain
assumed/excluded liabilities and certain tax matters, as
applicable.

Investors should not rely on the representations, warranties and
covenants in the Purchase Agreement or any descriptions thereof
as characterizations of the actual state of facts or condition of
the Company, any of its subsidiaries or affiliates, or the
Business. Moreover, information concerning the subject matter of
the representations and warranties may change after the date of
the Purchase Agreement, which subsequent information may or may
not be fully reflected in the Companys public disclosures.

Commitment Letter

The Company plans to issue long-term debt to finance the
Acquisition. In connection with the Company entering into the
Purchase Agreement, on April18, 2017, the Company entered into a
commitment letter (the Commitment Letter) with Goldman Sachs Bank
USA and Goldman Sachs Lending Partners LLC (the Commitment
Parties) to which, subject to the terms and conditions set forth
therein, the Commitment Parties have committed to provide a
364-day senior unsecured bridge term loan facility in an
aggregate principal amount of up to $4.5billion (the Bridge
Facility), the proceeds of which may be used for the payment of
the purchase price contemplated by, and the payment of fees and
expenses incurred in connection with, the Purchase Agreement. The
commitment to provide the Bridge Facility is subject to certain
conditions, consistent with the Purchase Agreement and the
Commitment Letter. The Company will pay customary fees and
expenses in connection with obtaining the Bridge Facility. The
definitive agreement for the Bridge Facility will contain, among
other terms, affirmative covenants, negative covenants, financial
covenants and events of default, in each case to be negotiated by
the parties consistent with the Commitment Letter. Neither the
closing of the Bridge Facility nor the receipt of any other
financing is a condition to the closing of the Acquisition.

From time to time, the Commitment Parties or their affiliates
have performed, and may in the future perform, various commercial
banking, investment banking and other financial advisory services
for the Company, for which the Company pays customary fees and
expenses. Goldman Sachs Bank USA is a member of the lending
syndicate

under the Companys $1.75billion revolving credit facility and
Goldman Sachs Co. serves as a dealer under the Companys
commercial paper program. In addition, Goldman, Sachs Co. served
as one of the Companys financial advisors in connection with the
proposed Acquisition.

The foregoing description of the Purchase Agreement and the
Commitment Letter and the transactions contemplated thereby does
not purport to be complete and is subject to, and qualified in
its entirety by, the full text of the Purchase Agreement attached
hereto as Exhibit 2.1 and the Commitment Letter attached hereto
as Exhibit 10.1, both of which are incorporated herein by
reference.

Item7.01 Regulation FD Disclosure.

The Company issued a news release on April 18, 2017 regarding the
Acquisition. The Company also issued a news release on April 18,
2017 updating fiscal 2017 guidance and providing an early outlook
for future fiscal years. Copies of the news releases, which are
attached to this current report on Form 8-K as Exhibits 99.1 and
99.2, respectively, are hereby furnished to this Item 7.01.

The Company hosted a webcast and conference call on April 18,
2017 to discuss the announcements. Presentation slides and an
audio replay will be archived on the Companys Investor Relations
page at ir.cardinalhealth.com. The audio replay will be available
until Tuesday, April25 at 12 p.m. Eastern at 719-457-0820
passcode #2495375.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits.

Cautionary Statement Concerning Forward-Looking
Statements

This current report on Form 8-K contains forward-looking
statements addressing the Acquisition and the other transactions
contemplated in the Purchase Agreement and other statements about
future expectations, prospects, estimates and other matters that
are dependent upon future events or developments. These
statements may be identified by words such as expect, anticipate,
intend, plan, believe, will, should, could, would, project,
continue, likely, and similar expressions. These matters are
subject to risks and uncertainties that could cause actual
results to differ materially from those projected, anticipated or
implied. These risks and uncertainties include: the ability to
successfully complete the Acquisition on a timely basis,
including receipt of required regulatory approvals and
satisfaction of other conditions; the conditions of the credit
markets and the Companys ability to issue debt to fund the
Acquisition on acceptable terms; if the Acquisition is completed,
the ability to retain the Business customers and employees, the
ability to successfully integrate the Business into the Companys
operations, and the ability to achieve the expected synergies as
well as accretion in earnings; competitive pressures in the
Companys various lines of business; the amount or rate of generic
and branded pharmaceutical price appreciation or deflation and
the timing of and benefit from generic pharmaceutical

introductions; the ability to maintain the benefits from the
generic sourcing venture with CVS Health; the risk of non-renewal
or a default under one or more key customer or supplier
arrangements or changes to the terms of or level of purchases
under those arrangements; uncertainties due to government health
care reform including proposals to modify or repeal the
Affordable Care Act; uncertainties with respect to U.S. tax or
trade laws, including proposals relating to a border adjustment
tax or new import tariffs; changes in the distribution patterns
or reimbursement rates for health care products and services; the
effects of any investigation or action by any regulatory
authority; and changes in foreign currency rates and the cost of
commodities such as oil-based resins, cotton, latex and diesel
fuel. The Company is subject to additional risks and
uncertainties described in the Companys annual report on
Form10-K, quarterly reports on Form 10-Q and current reports on
Form 8-K and
exhibits to those reports. This current report on Form8-K
reflects managements views as of April18, 2017. Except to the
extent required by applicable law, the Company undertakes no
obligation to update or revise any forward-looking
statement.

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.

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