Item 1.01 Entry into a Material Definitive Agreement.
On April 23, 2017, C. R. Bard, Inc., a New Jersey corporation (“Bard”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Becton, Dickinson and Company, a New Jersey corporation (“BD”) and Lambda Corp., a New Jersey corporation and wholly owned subsidiary of BD (“Merger Corp”). The Merger Agreement provides, among other things,
that, upon the terms and subject to the conditions set forth therein, Merger Corp will merge with and into Bard, with Bard surviving as a wholly-owned subsidiary of BD (the “Merger”).
In the Merger, each outstanding share of common stock, par value $0.25 per share, of Bard (other than shares, if any, held by BD, Merger Corp and Bard) will
be converted into the right to receive (i) $222.93 in cash, without interest (the “Cash Consideration”) and (ii) 0.5077 of a share of common stock, par value $1.00 per share, of BD (“BD Stock”) as may be adjusted pursuant to the
terms of the Merger Agreement ((i) and (ii) together, the “Merger Consideration”).
Completion of the Merger is subject to customary closing
conditions, including, among others, (1) the approval of the Merger Agreement by a majority of the votes cast by Bard’s shareholders at a special meeting held to vote on the Merger Agreement, among other items, (2) declaration of the
effectiveness by the U.S. Securities and Exchange Commission (the “SEC”) of the Registration Statement on Form S-4 to be filed with the SEC by BD in connection with the shares of BD Stock to be issued in the Merger, (3) approval for
listing on the New York Stock Exchange of the BD Stock to be issued in the Merger, (4) obtaining antitrust approvals in the United States and certain other jurisdictions, (5) subject to certain exceptions, the accuracy of the representations and
warranties of the other party and (6) material compliance by the other party with its obligations under the Merger Agreement.
The Merger Agreement
contains customary representations and warranties that expire at the effective time of the Merger, as well as customary covenants, including covenants relating to the conduct of business between the execution of the Merger Agreement and the
effective time of the Merger.
The Merger Agreement also contains certain termination rights for both BD and Bard, and provides that, in connection with a
termination of the Merger Agreement under specified circumstances, including a change in the recommendation of the Bard board of directors or a termination of the Merger Agreement by Bard to enter into a definitive agreement for a “Superior
Proposal” (as defined in the Merger Agreement), Bard will be required to pay BD a cash termination fee of $750 million.
At the closing of the
Merger, two members of the Bard board of directors, consisting of the Chairman of Bard and another independent director of Bard to be agreed by the parties, will be appointed to the BD board of directors.
The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by
reference to the Merger Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and the terms of which are incorporated herein by reference.
The Merger Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other
factual information about BD, Bard, Merger Corp or their respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by BD and Merger Corp, on the one hand, and by Bard, on the other hand, made solely for the
benefit of the other. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules delivered by each party in connection with the signing of the Merger Agreement. Moreover, certain
representations and warranties in the Merger Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, or may have been used for the purpose
of allocating risk between BD and Merger Corp, on the one hand, and Bard, on the other hand. Accordingly, the representations and warranties in the Merger Agreement should not be relied on by any persons as characterizations of the actual state of
facts about BD or Bard at the time they were made or otherwise. In addition, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may
not be fully reflected in BD’s or Bard’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Merger Agreement, the Merger, BD, Bard, their
respective affiliates and their respective businesses, that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that will include a proxy statement of Bard and a prospectus of BD, as well as in the Forms
10-K, Forms 10-Q and other filings that each of BD and Bard make with the SEC.