Johnson & Johnson, Inc. is a leading producer of medical devices, pharmaceuticals, and consumer packaged goods. Leadership at J&J has decided to divest all its pharmaceutical businesses through a distribution to its shareholders. The transaction will follow these steps:

Step One Johnson & Johnson, Inc. transfers its directly owned pharmaceutical businesses, including the stock of its wholly-owned subsidiary Janssen Pharmaceutical Corporation to a newly formed corporation, US Pharma, Inc. in exchange for all the newly issued stock of US Pharma, Inc.

Step Two Johnson & Johnson, Inc. distributes the stock of US Pharma, Inc. proportionally to the Johnson & Johnson shareholders.

The distribution of the pharmaceutical business will facilitate a proposed taxable acquisition of all the stock of Johnson & Johnson, Inc. by Merck Corporation.

QUESTION, Whether this action will be detected as a device-factor on divisive reorganization 368(1)(a)(D)?