CareFusion shareholders are slated for a Jan. 21 vote on the merger, which was announced in October 2014. Soon after that, 5 shareholders sued in a Delaware state court; 3 other lawsuits were filed in a California state court, according to a regulatory filing.
The companies said the lawsuits "allege generally that the members of the board of directors of CareFusion breached their fiduciary duties in connection with the merger by, among other things, carrying out a process that the plaintiffs allege did not ensure adequate and fair consideration to CareFusion stockholders."
The lawsuits also accuse CareFusion and BD of aiding and abetting "the individual defendants’ breaches of their fiduciary duties," according to the filing.
A deal struck Dec. 31, 2014, however, would settle the claims brought before the Delaware Chancery Court. If that court approves the memorandum of understanding, it would also settle the cases pending in California, according to the filing.
"The memorandum of understanding provides that the defendants will make certain supplemental disclosures related to the proposed merger, which are set forth below and which should be read in conjunction with the definitive proxy statement/prospectus. Defendants agreed to the memorandum of understanding solely to avoid the costs, risks and uncertainties inherent in litigation and without admitting or denying that further supplemental disclosure is required under any applicable rule, statute, regulation or law," the companies said.
In December 2014 BD priced a $6.2 billion bond offering to help fund the cash portion of the deal, a month after the deal passed anti-trust hurdles in the U.S.