BDX Becton Dickinson and Company

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Dear Shareholder:

You are cordially invited to attend a special meeting of shareholders. The special meeting will be held on [            ], at [            ] local time, at [            ], to consider and vote upon the following matters:

The record date for the special meeting is [            ]. Only shareholders of record as of the close of business on [            ] are entitled to notice of, and to vote at, the special meeting. All shareholders of record as of that date are cordially invited to attend the special meeting in person. Approval of the merger proposal requires that a majority of the votes cast at the special meeting are voted in favor of approval of the merger agreement. The proposal to approve the merger-related executive compensation requires that a majority of the votes cast at the special meeting are voted in favor of approval of the proposal; however, such vote is advisory (non-binding) only. The approval of adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement requires that a majority of the votes cast at the special meeting are voted in favor of the proposal, whether or not a quorum is present.

Bard’s board of directors has unanimously approved the merger agreement, has determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to, advisable and in the best interests of Bard and its shareholders, and unanimously recommends that shareholders vote “FOR” approval of the merger agreement, “FOR” the proposal to approve the merger-related executive compensation and “FOR” the proposal to approve adjournment of the special meeting if there are insufficient votes at the time of the special meeting to approve the merger agreement. In considering the recommendation of the board of directors of Bard, you should be aware that certain directors and executive officers of Bard will have interests in the merger that may be different from, or in addition to, the interests of shareholders generally. See the section entitled “Interests of Bard’s Directors and Executive Officers in the Merger” beginning on page 103 of the accompanying proxy statement/prospectus.

Your vote is very important, regardless of the number of shares of Bard common stock that you own. We cannot complete the merger unless Bard’s shareholders approve the merger agreement.

Even if you plan to attend the special meeting in person, Bard requests that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy by telephone or the Internet prior to the special meeting to ensure that your shares of Bard common stock will be represented at the special meeting if you are unable to attend. If you hold your shares in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares. If you fail to submit a proxy or to attend the special meeting in person or do not provide your bank, brokerage firm or other nominee with instructions as to how to vote your shares, as applicable, your shares of Bard common stock will not be counted for purposes of determining whether a quorum is present at the special meeting and will not have an effect on the approval of the merger agreement.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. IF YOU ATTEND THE SPECIAL MEETING AND VOTE IN PERSON, YOUR VOTE BY BALLOT WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED.

agreement requires that a majority of the votes cast at the special meeting are voted in favor of the proposal, whether or not a quorum is present. If you fail to submit a proxy or to vote in person at the special meeting, or abstain, or you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, this will not be counted as “FOR” or “AGAINST” and will not have an effect on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

See the section entitled, “Information About the Special Meeting—Record Date and Quorum” beginning on page 55 of this proxy statement/prospectus.

See the section entitled “Merger—Per Share Merger Consideration” beginning on page 59 of this proxy statement/prospectus.

BD currently pays regular quarterly dividends and anticipates paying dividends on its common stock in the foreseeable future. BD last paid a dividend on March 31, 2017, of $0.73 per share. Under the terms of the merger agreement, during the period before completion of the merger, BD is not permitted to pay any dividends on or make any distributions other than its regular cash dividends not to exceed $0.73 per share (subject to increase in a manner consistent with past practice but limited to a maximum of $0.80 per share). Pursuant to the merger agreement, BD and Bard will coordinate with the other with respect to the declaration of any dividend in respect of BD common stock or Bard common stock and the record dates and payment dates relating thereto, in order to ensure that Bard shareholders shall not receive two dividends, or fail to receive one dividend, in any calendar quarter with respect to their Bard common stock and any BD common stock that any such holder receives in exchange therefor in the merger.

See the section entitled “Comparative Per Share Market Price and Dividend Information” beginning on page 40 for a comparison of the historical dividend practices of the two companies.

merger is completed, the merger-related executive compensation may be paid to Bard’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if Bard shareholders do not approve, by advisory (non-binding) vote, the merger-related executive compensation.

In accordance with the rules of the NYSE, banks, brokerage firms and other nominees who hold shares of Bard common stock in street name for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to non-routine matters, such as the approval of the merger agreement, the proposal to approve, by advisory (non-binding) vote, the merger-related executive compensation, and adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokerage firms and other nominees are not empowered to vote such shares. A so-called “broker non-vote” results when banks, brokerage firms and other nominees return a valid proxy but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. If you do not instruct your broker on how you wish your shares to be voted this will not be counted as “FOR” or “AGAINST” and will not have an effect on the approval of the merger agreement, the proposal to approve, by advisory (non-binding) vote, the merger-related executive compensation (except to the extent there are insufficient shares present at the meeting to establish a quorum) or on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

As of the close of business on the record date, there were [            ] shares of Bard common stock outstanding. As summarized above, there are some important distinctions between shares held of record and those owned beneficially in street name.

Beneficial Owner . If your shares are held in street name, your plan trustee or your bank, broker or other nominee should give you instructions for voting your shares.

If you satisfy the admission requirements to the special meeting, as described above under the heading “When and where is the special meeting?”, you may vote your shares in person at the meeting. If you decide to attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. Even if you plan to attend the special meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted in the event you later decide not to attend the special meeting.

Please note, however, that under the rules of the national stock exchanges, any Bard shareholder whose shares are held in street name by a member brokerage firm may revoke his, her or its proxy and vote his, her or its shares in person at the special meeting only in accordance with applicable rules and procedures of those exchanges, as employed by the street name holder’s brokerage firm. In addition, if you hold your shares in street name, you must have a valid proxy from the record holder of the shares to vote in person at the special meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the approval of the merger agreement, “FOR” the proposal to approve, by advisory (non-binding) vote, the merger-related executive compensation, and “FOR” adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

Per Share Merger Consideration (Page 59 )

Upon completion of the merger, each issued and outstanding share of Bard common stock (other than shares, if any, held by BD, Merger Corp or Bard) will be converted into the right to receive (subject to adjustment, as described below) (i) $222.93 in cash, without interest, which we refer to as the cash consideration, and (ii) 0.5077 of a share of common stock, par value $1.00 per share, of BD, which we refer to as the exchange ratio. We refer to (i) and (ii) together as the per share merger consideration. Under the terms of the merger agreement, if the number of shares of BD common stock issuable as a result of the merger (including shares underlying equity awards granted by BD to holders of Bard equity awards in the merger) would exceed 19.9% of the issued and outstanding shares of BD stock immediately prior to the entry into the merger agreement on April 23, 2017, the exchange ratio will be adjusted downward by the minimum amount necessary so that no more than such number of shares becomes issuable in the merger, and the cash consideration will be correspondingly increased as set forth in the merger agreement.

In the event that the outstanding shares of Bard common stock or BD common stock are changed into a different number of shares or a different class of shares by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment, or other similar transaction, or a stock dividend thereon shall be declared with a record date within said period, then the exchange ratio will be appropriately adjusted to provide BD and the Bard common shareholders (including holders of Bard stock options, restricted stock awards, restricted stock units and performance stock units) the same economic effect as contemplated by the merger agreement prior to any such event.

Treatment of Bard Equity Awards (Page 85 )

Treatment of Stock Options

Each Bard option that is outstanding immediately prior to the effective time, whether vested or unvested, will be converted at the effective time into a stock-settled stock appreciation right, which we refer to as an adjusted BD SAR, on the same terms and conditions (other than the available methods for payment of taxes, which will be determined under BD’s equity program administrative procedures, as in effect from time to time) as were applicable under such option immediately prior to the effective time, relating to the number of shares of BD common stock equal to the product of (i) the number of shares of Bard common stock subject to such option immediately prior to the effective time multiplied by (ii) the stock award exchange ratio (as defined below), with any fractional shares rounded down to the next lower whole number of shares. The reference price per share of such adjusted BD SAR will be an amount equal to the quotient of the exercise price per share of Bard common stock subject to such Bard option immediately prior to the effective time divided by the stock award exchange ratio, with any fractional cents rounded up to the next higher number of whole cents.

The “stock award exchange ratio” is the sum of (i) the exchange ratio and (ii) the quotient (rounded to four decimal places) obtained by dividing the cash consideration by BD’s volume-weighted average stock price for the five trading days immediately preceding the closing date.

Treatment of Restricted Stock Awards

Each Bard restricted stock award that is outstanding immediately prior to the effective time will be cancelled and converted into the right to receive the merger consideration on the same terms and conditions as outstanding shares of Bard common stock, less any required tax withholding, with such tax withholding to be withheld pro rata from the cash consideration and the stock consideration (with the stock consideration valued, for such purpose, based on the closing price of BD common stock on the closing date).

Treatment of Restricted Stock Units

Each Bard restricted stock unit with respect to shares of Company Stock that is not a PLTIP Unit (as defined below) or an MSPP Unit (as defined below) and is outstanding immediately prior to the effective time will be converted into an adjusted restricted stock unit, which we refer to as an adjusted BD RSU, with the same terms and conditions as were applicable under such Bard restricted stock unit immediately prior to the effective time (except that any threshold performance condition applicable to such Bard restricted stock unit immediately prior to the effective time will not apply from and after the effective time), and relating to the number of shares of BD common stock equal to the product of (i) the number of shares of Bard common stock subject to such

Bard restricted stock unit immediately prior to the effective time (determined without regard to whether any applicable threshold performance condition has been achieved) multiplied by (ii) the stock award exchange ratio, with any fractional shares rounded to the next whole number of shares. Any accrued but unpaid dividend equivalents with respect to any Bard restricted stock unit will be assumed and become an obligation with respect to the applicable adjusted BD RSU.

Treatment of PLTIP Units

Each restricted stock unit with respect to shares of Bard common stock that is subject to performance-based vesting conditions measured over a three-year performance period, which we refer to as a PLTIP Unit, and is outstanding immediately prior to the effective time will be converted into an adjusted PLTIP unit, which we refer to as an adjusted BD PLTIP Unit, with the same terms and conditions as were applicable under such Bard PLTIP Unit immediately prior to the effective time (except that the performance-based vesting conditions applicable to such Bard PLTIP Unit immediately prior to the effective time will not apply from and after the effective time), and relating to the number of shares of BD common stock equal to the product of (i) the number of shares of Bard common stock subject to such Bard PLTIP Unit immediately prior to the effective time multiplied by (ii) the stock award exchange ratio, with any fractional shares rounded to the next whole number of shares. Any accrued but unpaid dividend equivalents with respect to any Bard PLTIP Unit will be assumed and become an obligation with respect to the applicable adjusted BD PLTIP Unit.

The number of shares of Bard common stock subject to each Bard PLTIP Unit immediately prior to the effective time will be deemed to equal (A) in the case of each Bard PLTIP Unit with a performance period covering 2015–2017, 240% of the target number of shares of Bard common stock underlying such Bard PLTIP Unit, (B) in the case of each Bard PLTIP Unit with a performance period covering 2016–2018, 150% of the target number of shares of Bard common stock underlying such Bard PLTIP Unit, and (C) in the case of each Bard PLTIP Unit with a performance period covering 2017–2019, 100% of the target number of shares of Bard common stock underlying such Bard PLTIP Unit.

Treatment of MSPP Units

At the effective time, each award of “Elective Share Units” and each award of “Premium Share Units” (each as defined in Bard’s Management Stock Purchase Plan) (each, an “MSPP Unit”) that is outstanding as of immediately prior to the effective time and does not, by its terms (including any applicable deferral election), become payable at the effective time will be converted into an adjusted MSPP unit, which we refer to as an adjusted BD MSPP Unit, with the same terms and conditions as were applicable under such Bard MSPP Unit immediately prior to the effective time and relating to the number of shares of BD common stock equal to the product of (i) the number of shares of Bard common stock subject to such Bard MSPP Unit immediately prior to the effective time multiplied by (ii) the stock award exchange ratio, with any fractional shares rounded to the next whole number of shares.

At the effective time, each Bard MSPP Unit that is outstanding as of immediately prior to the effective time and does, by its terms (including any applicable deferral election), become vested and/or payable at the effective time, will be cancelled and converted into, with respect to each share of Bard common stock underlying such Bard MSPP Unit, (i) the right to receive the merger consideration on the same terms and conditions as outstanding shares of Bard common stock, less any required tax withholding, with such tax withholding to be withheld pro rata from the cash consideration and the stock consideration (with the stock consideration valued, for such purpose, based on the closing price of BD common stock on the closing date), and (ii) the right to receive any dividends or distributions accumulated pursuant to the terms of such Bard MSPP Unit that have not been paid prior to the effective time, less any required tax withholding.

Treatment of Director Deferred Units

At the effective time, the “Units” credited to each account under the Stock Equivalent Plan for Outside Directors of Bard, as amended and restated (the “Stock Equivalent Plan”) and the “Share Units” credited to an account under a Deferred Compensation Contract Deferral of Directors’ Fees with a non-employee director of Bard (the “Director Deferral Contracts”) (such “Units” and “Share Units” collectively, the “Deferred Units”) outstanding as of immediately prior to the effective time will, to the extent unvested as of the effective time, become fully vested at the effective time.

At the effective time, each such Deferred Unit granted under the Stock Equivalent Plan will be converted into an adjusted BD cash-settled deferred share unit, which we refer to as an adjusted BD Deferred Unit, with the same terms and conditions (taking into account the accelerated vesting described above) as were applicable under such Deferred Unit immediately prior to the effective time and relating to the number of shares of BD common stock equal to the product of (i) the number of shares of Bard common stock subject to such Deferred Unit immediately prior to the effective time multiplied by (ii) the stock award exchange ratio, with any fractional shares rounded to the next whole number of shares.

At the effective time, each Director Deferral Contract will be terminated and all amounts credited to the deferred stock and interest accounts thereunder will be paid in a single lump sum in cash. The cash payment in respect of each Deferred Unit credited under a Director Deferral Contract will equal the product of (i) the number of shares of Bard common stock underlying such Deferred Unit immediately prior to the effective time, multiplied by (ii) the merger consideration value. The “merger consideration value” is the sum of (A) the cash consideration and (B) the product obtained by multiplying the stock consideration by BD’s volume-weighted average stock price for the five trading days immediately preceding the closing date.

Treatment of Purchase Rights under the Employee Stock Purchase Plan (Page 87 )

All outstanding purchase rights under the Bard Employee Stock Purchase Plan, as amended and restated (the “ESPP”), will automatically be exercised upon the earlier of (1) a date prior to the effective time (but not later than five business days before the effective time) and (2) the purchase date of the current purchase period in progress as of April 23, 2017, and the ESPP will terminate as of the effective time. No new purchase periods will begin under the ESPP on or after April 23, 2017, and ESPP participants will not be permitted to increase the rate of payroll contributions or make separate non-payroll contributions to the ESPP on or after April 23, 2017. All shares of Bard common stock purchased under the ESPP and held by an individual as of immediately prior to the effective time will be cancelled at the effective time and converted into the right to receive the merger consideration.

Financing of the Merger (Page 79 )

BD anticipates that the funds needed to complete the transactions contemplated by the merger agreement will be derived from a combination of (i) borrowing under a senior BD unsecured term loan facility, (ii) available cash on hand of BD and Bard and (iii) the net proceeds from registered offerings of BD’s senior unsecured notes and registered offerings of BD common stock and depositary shares representing interests in BD’s 6.125% mandatory convertible preferred stock, Series A, which we refer to as the mandatory convertible preferred stock.

On May 12, 2017, BD entered into a $2.25 billion senior unsecured term loan facility, which we refer to as the term loan facility, with Citibank, N.A. as administrative agent, and a syndicate of financial institutions, which we refer to as the term lenders, pursuant to which the term lenders have agreed, subject to the terms and conditions set forth therein, to provide $2.25 billion of senior unsecured term loans at or prior to the closing of the merger.

On May 16, 2017, BD issued, in concurrent underwritten public offerings, 14,025,000 shares of BD common stock at a public offering price of $176.50 per share and 49,500,000 depositary shares, each representing a 1/20th interest in a share of BD’s mandatory convertible preferred stock, at a price of $50.00 per depositary share. BD received approximately $4.8 billion of net proceeds from the equity offerings.

On May 22, 2017, BD entered into an underwriting agreement with Citigroup Global Markets Inc., Barclays Capital Inc. and BNP Paribas Securities Corp., as representatives of the underwriters named therein, which we refer to as the USD debt underwriters, in connection with the offer and sale by BD to the USD debt underwriters of $9.675 billion aggregate principal amount of senior notes, which we refer to as the USD debt offering. The USD debt offering is expected to close on June 6, 2017, subject to customary closing conditions.

Recommendation of the Bard Board of Directors; Bard’s Reasons for the Merger (Page 67 )

After careful consideration of various factors described in the section entitled “The Merger—Recommendation of the Bard Board of Directors; Bard’s Reasons for the Merger” beginning on page 67 of this proxy statement/prospectus, at a meeting held on April 22, 2017, the Bard board of directors

unanimously (i) determined that the merger agreement and the transactions contemplated thereby are fair to, advisable and in the best interests of Bard’s shareholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby and (iii) resolved to recommend approval of the merger agreement by Bard’s shareholders.

Opinion of Bard’s Financial Advisor (Page 70 and Annex B)

At a meeting of the Bard board of directors held on April 22, 2017, Goldman Sachs & Co. LLC (formerly named Goldman, Sachs & Co., and which we refer to as “Goldman Sachs”) rendered to the Bard board of directors its oral opinion, subsequently confirmed in writing, to the effect that, as of the date of its written opinion and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the merger consideration of $222.93 in cash and 0.5077 shares of BD common stock (as may be adjusted pursuant to the terms of the merger agreement) to be paid to holders (other than BD and its affiliates) of shares of Bard common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated April 23, 2017, which sets forth assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with the opinion, is attached to this proxy statement/prospectus as Annex B. The summary of the Goldman Sachs opinion contained in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory services and opinion were provided for the information and assistance of the Bard board of directors in connection with its consideration of the merger and the opinion does not constitute a recommendation as to how any holder of Bard common stock should vote with respect to the merger or any other matter.

For further information, see the section of this proxy statement/prospectus entitled “ Opinion of Bard’s Financial Advisor ” beginning on page 70 and Annex B.

Information About the Special Meeting (Page 55 )

Time, Place and Purpose of the Special Meeting (Page 55 )

The special meeting to consider and vote upon the approval of the merger agreement, which we refer to as the special meeting, will be held on [            ], at [            ] local time, at [            ].

At the special meeting, Bard shareholders will be asked to consider and vote upon (i) a proposal to approve the merger agreement, (ii) a proposal to approve, by advisory (non-binding) vote, the merger-related executive compensation and (iii) a proposal for adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

Record Date and Quorum (Page 55 )

You are entitled to receive notice of, and to vote at, the special meeting if you are an owner of record of shares of Bard common stock as of the close of business on [            ], the record date. On the record date, there were [            ] shares of Bard common stock outstanding and entitled to vote, including [            ] shares held in Bard’s 401(k) plan. You will have one vote on all matters properly coming before the special meeting for each share of Bard common stock that you owned on the record date.

The presence, in person or represented by proxy, of holders of a majority of all of the outstanding shares of Bard common stock entitled to vote at the special meeting constitutes a quorum for the purposes of the special meeting. Abstentions are considered for purposes of establishing a quorum.

Vote Required (Page 55 )

Approval of the merger proposal requires that a majority of the votes cast at the special meeting are voted in favor of approval of the merger agreement. If you fail to submit a proxy or to vote in person at the special meeting, or abstain, or you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, this will not be counted as “FOR” or “AGAINST” and will not have an effect on the approval of the merger agreement except to the extent it results in there being insufficient shares present at the meeting to establish a quorum.

The proposal to approve the merger-related executive compensation requires that a majority of the votes cast at the special meeting are voted in favor of the proposal; however, such vote is advisory (non-binding) only. If you fail to submit a proxy or to vote in person at the special meeting, or abstain, or you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, this will not be counted as “FOR” or “AGAINST” and will not have an effect on the approval of the merger-related executive compensation proposal except to the extent it results in there being insufficient shares present at the meeting to establish a quorum.

The approval of adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement requires that a majority of the votes cast at the special meeting are voted in favor of the proposal, whether or not a quorum is present. If you fail to submit a proxy or to vote in person at the special meeting, or abstain, or you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, this will not be counted as “FOR” or “AGAINST” and will not have an effect on the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement. If you fail to submit a proxy and fail to attend the special meeting or if your shares of Bard common stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of Bard common stock, your shares of Bard common stock will not be voted and this will not have an effect on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

Proxies and Revocations (Page 56 )

Any shareholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet, by returning the enclosed proxy card in the accompanying prepaid reply envelope or may vote in person by appearing at the special meeting. If your shares of Bard common stock are held in “street name” through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of Bard common stock using the instructions provided by your bank, brokerage firm or other nominee. If your shares of Bard common stock are held through Bard’s 401(k) plan, you should instruct your plan trustee on how to vote your shares of Bard common stock using the instructions provided by your trustee. If you fail to submit a proxy or to vote in person at the special meeting, or abstain, or you do not provide your bank, brokerage firm, trustee or other nominee with instructions, as applicable, this will not be counted as “FOR” or “AGAINST” and will not have an effect on the approval of the merger agreement, the proposal to approve, by advisory (non-binding) vote, the merger-related executive compensation (other than to the extent resulting in failure to establish a quorum) or on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by (i) executing and delivering to the Bard secretary or transfer agent a proxy card relating to the same shares bearing a later date than the original proxy card, (ii) attending the Bard special meeting and voting in person, or (iii) giving written notice of revocation to the Bard secretary, at C. R. Bard, Inc., 730 Central Avenue, Murray Hill, New Jersey 07974, prior to the time the Bard special meeting begins.

Interests of Bard’s Directors and Executive Officers in the Merger (Page 103 )

Non-employee directors and executive officers of Bard have certain interests in the merger that may be different from or in addition to the interests of Bard shareholders generally. These interests include, among others, potential severance benefits and other payments, the treatment of outstanding equity awards pursuant to the merger agreement, and rights to ongoing indemnification and insurance coverage. The Bard board of directors was aware of and considered those interests, among other matters, in reaching its decisions to (i) approve the merger and the other transactions contemplated thereby, (ii) approve and declare advisable the merger agreement, and (iii) resolve to recommend the approval of the merger agreement to Bard shareholders. See the section entitled “Interests of Bard’s Directors and Executive Officers in the Merger” beginning on page 103 of this proxy statement/prospectus for a more detailed description of these interests.

Regulatory Approvals (Page 81 )

Completion of the merger is conditioned upon, among other things, (i) the expiration or early termination of the applicable waiting period under the HSR Act and (ii) the approval of regulatory authorities (or expiration of

applicable waiting periods) in the European Union, China, Japan, Mexico and South Africa. BD and Bard each filed their respective HSR Act notification forms on May 10, 2017 and the 30-day waiting period will expire at 11:59 pm on June 9, 2017, unless terminated early or otherwise extended.

Subject to the terms of the merger agreement, Bard and BD have agreed to cooperate with each other and to use their respective reasonable best efforts to obtain all regulatory approvals required to complete the merger. Each of Bard and BD has agreed, to the extent necessary to resolve objections, if any, that a governmental authority of competent jurisdiction asserts with respect to any required antitrust or similar competition approval under any applicable law with respect to the merger, and to avoid or eliminate all impediments under any applicable antitrust or similar competition law asserted by any such governmental authority of competent jurisdiction with respect to the merger, to (i) propose, negotiate, effect the sale, divestiture, license, or other disposition of any business, assets, equity interests, product lines or properties of BD or Bard (or either party’s respective subsidiaries), (ii) create, terminate or divest relationships, ventures, contractual rights or obligations of BD or Bard (or either party’s respective subsidiaries) and (iii) take or commit to take any action which limits BD’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any business, assets, equity interests, product lines or properties, in each case as required in order to obtain any antitrust or similar competition approval so as to permit the closing to occur by the end date (as defined in the merger agreement). In addition, Bard and BD have agreed to take the foregoing actions to the extent necessary to avoid the entry of, or to effect the dissolution of, any order by a governmental authority of competent jurisdiction under any applicable antitrust or competition law prohibiting the completion of the merger.

However, in no event will BD or any of its subsidiaries be required to, and Bard and its subsidiaries will not, without the prior written consent of BD, take any action, or agree to any condition or limitation that (i) would, or would reasonably be expected to, have a material adverse effect on the business, results of operations, or financial condition of either BD and its subsidiaries or Bard and its subsidiaries (in each case measured on a scale relative to Bard and its subsidiaries, taken as a whole) or (ii) in order to avoid the entry of, or to effect the dissolution of, any competition law order in a jurisdiction other than the United States, the European Union, China, Japan, Mexico or South Africa, would require BD to take any action with respect to any business, properties or assets of BD and its subsidiaries, or Bard and its subsidiaries, located outside of the home country of the governmental authority of competent jurisdiction in respect of such a competition law order.

No Appraisal Rights (Page 126 )

The Bard shareholders are not entitled to dissenters’ or appraisal rights in connection with the merger.

Designation of Directors (Page 98 )

BD and Bard have agreed to take all actions necessary to provide that at the closing, the BD board of directors will have appointed two individuals who were members of the Bard board of directors, one of whom shall be the chairman of Bard prior to closing and the other shall be an independent member of the Bard board of directors to be mutually agreed between BD and Bard. In the event such mutually-agreed upon designee is unable to serve as a director, Bard will have the right to designate another individual serving on the Bard board of directors to serve as a director of BD, and to serve as a substitute designee, provided such substitute designee is acceptable to the Corporate Governance and Nominating Committee of the BD board of directors.

Conditions to Completion of the Merger (Page 98 )

In addition to the approval of the merger proposal by Bard shareholders, the expiration or termination of the applicable waiting period under the HSR Act and the approval of regulatory authorities (or expiration of applicable waiting periods) in the European Union, China, Mexico, Japan and South Africa relating to the merger, each as described above, each party’s obligation to complete the merger is also subject to the satisfaction or waiver (to the extent permitted under applicable law) of certain other conditions, including the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part (and the absence of any stop order, or pending proceedings seeking a stop order, by the SEC), approval of the listing on the NYSE of the BD common stock to be issued in the merger, the absence of an injunction prohibiting the merger or issuance of the BD common stock to be used for the per share merger consideration, the accuracy of the representations and warranties of the other party under the merger agreement (subject to the materiality standards set forth in the merger agreement), the performance by the other party of its respective covenants and obligations under the merger agreement in all material respects and delivery of officer certificates by the other party certifying satisfaction of the two preceding conditions.

Neither Bard nor BD can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see the section entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 98 of this proxy statement/prospectus.

No Solicitation (Page 92 )

As more fully described in this proxy statement/prospectus and in the merger agreement, and subject to the exceptions summarized below, Bard has agreed that it will not, nor will it authorize or permit its subsidiaries, officers, directors or employees or any affiliate or representative retained by Bard or any of its subsidiaries, directly or indirectly, to (i) solicit, initiate, knowingly encourage, or take any other action designed to facilitate, any inquiry regarding, or the making or submission of any inquiry, proposal or indication of interest or offer that constitutes, or would reasonably be expected to lead to, a company acquisition proposal (as defined in the merger agreement); (ii) approve or recommend, or propose to approve or recommend, a company acquisition proposal; (iii) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, memorandum of understanding, merger agreement or other agreement, arrangement or understanding relating to a company acquisition proposal (other than a confidentiality agreement in connection with a company acquisition proposal) or a superior proposal (as defined in the merger agreement); (iv) enter into, continue or otherwise participate in any discussions or negotiations regarding any company acquisition proposal; or (v) agree to do any of the foregoing actions.

Under the terms of the merger agreement, Bard agreed to immediately cease any discussions or negotiations with any person that may have been ongoing with respect to a company acquisition proposal as of April 23, 2017. Bard agreed to promptly advise BD of any inquiries, proposals or offers with respect to a company acquisition proposal that are received by, or any non-public information with regard to such proposal is requested from, or any discussions or negotiations sought to be initiated regarding such proposal with, Bard or its representatives.

If, prior to obtaining the Bard shareholder approval, following the receipt of a bona fide written company acquisition proposal that the Bard board of directors determines in good faith, after consultation with Bard’s outside financial advisors and outside legal counsel, is or could reasonably be expected to lead to a superior proposal and that was unsolicited and made after April 23, 2017 in circumstances not otherwise involving a breach of the merger agreement, Bard may, in response to such company acquisition proposal, furnish information with respect to Bard to the person making such company acquisition proposal and engage in discussions or negotiations with such person, except that prior to furnishing any such nonpublic information relating to Bard, Bard enters into a confidentiality agreement with the person making the company acquisition proposal that (x) does not contain any provision that would prevent Bard from complying with its obligation to provide any disclosure to BD required pursuant to the merger agreement and (y) contains provisions that in the aggregate are no less restrictive on such person (including with respect to any “standstill” terms, except that such “standstill” terms need not restrict a person from making proposals to Bard or its board of directors in respect of a company acquisition proposal) than those contained in the confidentiality agreement between Bard and BD, and promptly (but in any event within 24 hours) following the furnishing of any such nonpublic information to such person, Bard furnishes such nonpublic information to BD (to the extent such nonpublic information has not been previously furnished to BD).

No Change in Recommendation or Entry into Alternative Acquisition Agreement (Page 94 )

Subject to certain exceptions described below, the Bard board of directors may not:

Fiduciary Termination Right

However, at any time before the Bard shareholder approval is obtained, if (i) an unsolicited written company acquisition proposal is made by a third-party, which was not solicited in violation of the merger agreement and is not withdrawn; or an intervening event (as defined in the merger agreement) occurs; (ii) in the case of a

company acquisition proposal, the Bard board of directors concludes in good faith, after consultation with its outside legal counsel and outside financial advisors, that such company acquisition proposal constitutes a superior proposal; and (iii) the Bard board of directors concludes in good faith, after consultation with Bard’s outside legal counsel, that the failure to make a company adverse recommendation change would be reasonably likely to be inconsistent with its fiduciary duties under applicable laws, then, subject to the provisions described in the next paragraph, the Bard board of directors may effect a company adverse recommendation change.

Prior to making any company adverse recommendation change and/or authorization to enter into any alternative acquisition agreement, the Bard board of directors must provide BD at least three business days’ prior written notice of its intention to effect a company adverse recommendation change and negotiate in good faith with BD regarding any revisions or changes to the merger agreement or the merger proposed by BD in response to the superior proposal or intervening event, as applicable. If after such negotiations, the Bard board of directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that (x) the company acquisition proposal continues to be a superior proposal, or the intervening event continues to be an intervening event, warranting a company adverse recommendation change and (y) failure to make such recommendation change would violate Bard’s fiduciary duties under applicable laws, it may make such company adverse recommendation change and/or authorization to enter into any alternative acquisition agreement. Whether or not there is a company adverse recommendation change, unless the merger agreement is terminated in accordance with its terms, the Bard board of directors must submit the merger agreement for approval by Bard shareholders at the Bard special meeting. In the event there is a company adverse recommendation change made in compliance with the merger agreement with respect to a superior proposal, Bard may only enter into an alternative acquisition agreement with respect to the superior proposal by concurrently terminating the merger agreement and paying BD the $750 million termination fee (less the expense reimbursement payments made by Bard, if any). We refer to this termination right as the fiduciary termination right.

Termination of the Merger Agreement (Page 99 )

Termination

The merger agreement may be terminated and the merger abandoned at any time prior to the effective time, whether before or after any approval of the merger by the holders of Bard common stock:

Termination Fee

Bard will pay BD fifty percent of the amount of BD’s documented, out-of-pocket expenses incurred in connection with the financing of the merger (but in no event shall such payment exceed $130 million) if the merger agreement is terminated by either BD or Bard because the Bard special meeting (as it may be adjourned or postponed) concluded without the Bard shareholder approval being obtained and the termination fee is not otherwise payable to BD. In addition, Bard will pay BD a termination fee of $750 million (less the expense reimbursement payment, if any, described in the prior sentence) if the merger agreement is terminated in certain circumstances involving a company acquisition proposal.

In no event will the termination fee be payable more than once.

Accounting Treatment (Page 82 )

BD prepares its financial statements in accordance with accounting principles generally accepted in the United States, which we refer to as GAAP. The merger will be accounted for using the acquisition method of accounting. BD will be treated as the acquiror for accounting purposes.

U.S. Federal Income Tax Consequences (Page 111 )

For U.S. holders (as such term is defined below under “U.S. Federal Income Tax Consequences”), the receipt of the merger consideration in exchange for shares of Bard common stock pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes. Bard shareholders should consult their tax advisors regarding the particular tax consequences of the exchange of shares of common stock for the merger consideration pursuant to the merger in light of their particular circumstances (including the application and effect of any state, local or foreign income and other tax laws). For a more detailed discussion of the U.S. federal income tax consequences of the merger to Bard shareholders, please see the section titled “U.S. Federal Income Tax Consequences.”

Comparison of Shareholders’ Rights (Page 113 )

The rights of Bard shareholders are governed by Bard’s restated certificate of incorporation and amended and restated by-laws, which we refer to as the Bard charter and the Bard by-laws, respectively, and by New Jersey corporate law, including the New Jersey Business Corporation Act, which we refer to as the NJBCA. Your rights as a shareholder of BD will be governed by BD’s restated certificate of incorporation and amended and restated by-laws, which we refer to as the BD charter and the BD by-laws, respectively, and by New Jersey corporate law, including the NJBCA. Your rights under the BD charter and BD by-laws will differ in some respects from your rights under the Bard charter and Bard by-laws. For more detailed information regarding a comparison of your rights as a shareholder of Bard and BD, see the section entitled “Comparison of Shareholders’ Rights” beginning on page 113 of this proxy statement/prospectus.

Risk Factors (Page 44 )

You should consider all the information contained in or incorporated by reference into this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the factors described under “Risk Factors.”

offered thereby in the same aggregate principal amount of $9.675 billion but at an actual weighted-average interest rate of 3.3% as of May 22, 2017, subject to further adjustment based on future changes in three-month LIBOR interest rates with respect to BD’s new Floating Rate Notes due 2022. Based on these terms, BD’s pro forma annual interest expense as reflected in the unaudited pro forma condensed combined statements of income would have increased by approximately $10.0 million for the fiscal year ended September 30, 2016 and $5.0 million for the six months ended March 31, 2017. Similarly, BD’s pro forma net income as reflected in the unaudited pro forma condensed combined statements of income would have decreased by approximately $6.0 million for the fiscal year ended September 30, 2016 and $3.0 million for the six months ended March 31, 2017.    

The merger will be accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations, which will establish a new basis of accounting for all identifiable assets acquired and liabilities assumed at fair value as of the date control is obtained. Accordingly, the cost to acquire such interests will be allocated to the underlying net assets in proportion to their respective fair values. The fair value of Bard’s identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2017. Any excess of the purchase price over the estimated fair value of the net assets acquired will be recorded as goodwill. The allocation of purchase price is preliminary at this time, and will remain as such until we complete valuations and other studies in order to finalize the valuation of the net assets acquired, which is not expected to be substantially completed until December 31, 2017. The final allocation of the purchase price is dependent on a number of factors, including the final valuation of the fair value of all tangible and intangible assets acquired and liabilities assumed as of the closing date of the merger when additional information will be available. Such final adjustments, including changes to amortizable tangible and intangible assets, may be material.

For pro forma purposes only, the purchase price allocation discussed above was based on the value of BD’s common stock expected to be transferred as part of the purchase consideration as of April 21, 2017 (which was the last trading day before the public announcement of the merger). The final value of the consideration to be transferred for accounting purposes will ultimately be based on the closing share price of BD’s common stock on the last trading day prior to the closing date of the merger. Accordingly, the purchase price and its related allocation to the underlying net assets of Bard could change materially.

The consummation of the merger remains subject to the satisfaction of customary closing conditions, including the receipt of regulatory and the Bard shareholder approval. This information is only a summary and should be read in conjunction with the section titled “Unaudited Pro Forma Condensed Combined Financial Information” and the historical financial statements and related notes thereto for both BD and Bard, incorporated by reference in this proxy statement/prospectus.

COMPARATIVE PER SHARE DATA

The following tables set forth historical per share information of BD and Bard and preliminary unaudited pro forma condensed combined per share information after giving effect to the merger with Bard by BD under the acquisition method of accounting. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that BD will experience after the acquisition of Bard. The preliminary unaudited pro forma condensed combined per share data has been derived from and should be read in conjunction with the “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 26 and the related notes included in this proxy statement/prospectus beginning on page 31 . The historical per share data has been derived from the historical consolidated financial statements of BD and Bard as of and for the periods indicated, incorporated by reference in this proxy statement/prospectus.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined balance sheet of BD as of March 31, 2017 gives effect to (i) the Equity Offerings, (ii) the Debt Financing, and (iii) the merger, each as more fully described below in Note 1, as if they each occurred as of March 31, 2017. The following unaudited pro forma condensed combined statements of income of BD for the six-month period ended March 31, 2017 and the fiscal year ended September 30, 2016 similarly give effect to the Equity Offerings, the Debt Financing and the merger, as if they each occurred at the beginning of the period on October 1, 2015. The following unaudited pro forma condensed combined financial information does not give effect to the Exchange Offers, the proposed redemption of the Bard 2018 Notes, or the proposed redemption of BD Redeemed Other Notes or any additional financing in connection therewith.

The unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, BD’s historical audited and interim unaudited consolidated financial statements, including the notes thereto, and Bard’s historical audited and interim unaudited consolidated financial statements, including the notes thereto. The financial statements of BD are included in BD’s Annual Report on Form 10-K for the year ended September 30, 2016 and BD’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, each of which have been incorporated by reference herein. The financial statements of Bard for the year ended December 31, 2016 and for the quarter ended March 31, 2017 are included in BD’s Current Report on Form 8-K dated May 8, 2017, which is incorporated by reference herein. The historical interim financial information of Bard for the six months ended March 31, 2017 also was derived from Bard’s unaudited interim consolidated financial statements for the quarter ended September 30, 2016, which are not included or incorporated by reference herein. Note 2 describes the method of calculating the statement of income of Bard for the six months ended March 31, 2017.

The unaudited pro forma condensed combined financial information includes unaudited pro forma adjustments that are factually supportable and directly attributed to the Transactions. In addition, with respect to the unaudited pro forma condensed combined statements of income, the unaudited pro forma adjustments are expected to have a continuing impact on BD’s consolidated results. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information.

The unaudited pro forma adjustments are based upon available information and certain assumptions that BD’s management believe are reasonable. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of BD’s financial position or results of operations that would have occurred had the events been consummated as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information is not necessarily indicative of BD’s future financial condition or operating results.

BD’s management expects that the strategic and financial benefits of the merger will result in certain cost savings opportunities. However, given the preliminary nature of those cost savings, they have not been reflected in the accompanying unaudited pro forma condensed combined statements of income for either period.

The merger will be accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations, which will establish a new basis of accounting for all identifiable assets acquired and liabilities assumed at fair value as of the date control is obtained. Accordingly, the cost to acquire such interests will be allocated to the underlying net assets in proportion to their respective fair values. The fair value of Bard’s identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2017. Any excess of the purchase price over the estimated fair value of the net assets acquired will be recorded as goodwill. The establishment of the fair value of consideration for acquisitions and related allocation to acquired assets and liabilities requires the extensive use of significant estimates and BD’s management’s judgment. Since the merger has not been consummated, BD’s access to information to make such estimates is limited and therefore, certain market based assumptions were used when data was not available; however, BD’s management believes the fair values recognized for the assets to be acquired and liabilities to be assumed are based on reasonable estimates and assumptions based on information currently available. As more fully described in the notes to the unaudited pro forma condensed combined financial information, a preliminary allocation of the purchase price has been made to increase the value of inventory to fair value by approximately $500 million; and to recognize the value of identifiable intangible assets at fair value in the aggregate amount of approximately $12.1 billion. It is

expected that, in addition to developed products and technology, such identifiable intangible assets will include customer relationships, in-process research and development costs, and brands and trademarks. All other tangible assets acquired and liabilities assumed have been recognized preliminarily in the accompanying pro forma condensed combined balance sheet at their respective book values, which BD management believes materially approximate their respective fair values. The excess of the estimated purchase price over the estimated fair value of the net assets acquired of $16.6 billion has been preliminarily allocated to goodwill in the accompanying pro forma condensed combined balance sheet. The allocation of purchase price is preliminary at this time, and will remain as such until BD completes valuations and other studies in order to finalize the valuation of the net assets acquired, which is not expected to be substantially completed until December 31, 2017. The final allocation of the purchase price is dependent on a number of factors, including the final valuation of the fair value of all tangible and intangible assets acquired and liabilities assumed as of the closing date of the merger when additional information will be available. Such final adjustments, including changes to amortizable tangible and intangible assets, may be material.

For pro forma purposes only, the purchase price allocation discussed above was based on the value of BD’s common stock expected to be transferred as part of the purchase consideration as of April 21, 2017 (which was the last trading day before the public announcement of the merger). The final value of the consideration to be transferred for accounting purposes will ultimately be based on the closing share price of BD’s common stock on the last trading day prior to the closing date of the merger. Accordingly, the purchase price and its related allocation to the underlying net assets of Bard could change materially.

The consummation of the merger remains subject to the satisfaction of customary closing conditions, including the receipt of regulatory and Bard shareholder approvals.

Becton, Dickinson and Company
Unaudited Pro Forma Condensed Combined Balance Sheet
March 31, 2017