FRANKLIN LAKES, N.J., and
MURRAY HILL, N.J., June 9, 2017 /PRNewswire/ -- BD (Becton,
Dickinson and Company) (NYSE: BDX), a leading global medical
technology company, and C. R. Bard, Inc. (NYSE: BCR), a medical
technology leader in the fields of vascular, urology, oncology and
surgical specialty products, announced today that the two companies
have each received a request for additional information ("second
request") from the Federal Trade Commission (FTC) in connection
with BD's pending acquisition of Bard. The second request was
issued under notification requirements of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the HSR Act). This
second request is a standard part of the regulatory process in
connection with the FTC's review.
The transaction, which was announced on April 23, 2017, is subject to regulatory and Bard
shareholder approvals and customary closing conditions, including
expiration or termination of the waiting period under the HSR Act.
The effect of the second request is to extend the waiting period
imposed by the HSR Act until 30 days after Bard and BD have
substantially complied with the request, unless that period is
extended voluntarily by the parties or terminated sooner by the
FTC. BD and Bard are cooperating fully with the FTC staff and will
continue to do so. The BD and Bard businesses are highly
complementary, and areas of overlap are minimal and not material to
either the strategic or financial rationale of the pending
acquisition. Both companies are confident that the regulatory
approvals will be obtained and continue to expect the transaction
will close in the fall of 2017.
About BD
BD is a global medical technology company that is advancing
the world of health by improving medical discovery, diagnostics
and the delivery of care. BD leads in patient and health care
worker safety and the technologies that enable medical research and
clinical laboratories. The company provides innovative solutions
that help advance medical research and genomics, enhance the
diagnosis of infectious disease and cancer, improve medication
management, promote infection prevention, equip surgical and
interventional procedures, and support the management of diabetes.
The company partners with organizations around the world to address
some of the most challenging global health issues. BD has nearly
50,000 associates across 50 countries who work in close
collaboration with customers and partners to help enhance outcomes,
lower health care delivery costs, increase efficiencies, improve
health care safety and expand access to health. For more
information on BD, please visit bd.com.
About C. R. Bard, Inc.
C. R. Bard, Inc. (www.crbard.com), headquartered in Murray Hill, NJ, is a leading multinational
developer, manufacturer and marketer of innovative, life-enhancing
medical technologies in the fields of vascular, urology, oncology
and surgical specialty products.
FORWARD-LOOKING STATEMENTS
This press release contains certain estimates and other
"forward-looking statements" within the meaning of the federal
securities laws, including Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Forward looking statements generally are
accompanied by words such as "will", "expect", "outlook"
"anticipate," "intend," "plan," "believe," "seek," "see," "will,"
"would," "target," or other similar words, phrases or expressions
and variations or negatives of these words. Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain, such as statements regarding the estimated or
anticipated future results of BD, and of the combined company
following BD's proposed acquisition of Bard, the anticipated
benefits of the proposed combination, including estimated
synergies, the expected timing of completion of the transaction and
other statements that are not historical facts. These statements
are based on the current expectations of BD and Bard management and
are not predictions of actual performance. These statements are
subject to a number of risks and uncertainties regarding BD and
Bard's respective businesses and the proposed acquisition, and
actual results may differ materially. These risks and uncertainties
include, but are not limited to, (i) the ability of the parties to
successfully complete the proposed acquisition on anticipated terms
and timing, including obtaining required shareholder and regulatory
approvals, anticipated tax treatment, unforeseen liabilities,
future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies for
the management, expansion and growth of the new combined company's
operations and other conditions to the completion of the
acquisition, (ii) risks relating to the integration of Bard's
operations, products and employees into BD and the possibility that
the anticipated synergies and other benefits of the proposed
acquisition will not be realized or will not be realized within the
expected timeframe, (iii) the outcome of any legal proceedings
related to the proposed acquisition, (iv) access to available
financing including for the refinancing of BD's or Bard's debt on a
timely basis and reasonable terms, (v) the ability to market and
sell Bard's products in new markets, including the ability to
obtain necessary regulatory product registrations and clearances,
(vi) the loss of key senior management or other associates; the
anticipated demand for BD's and Bard's products, including the risk
of future reductions in government healthcare funding, changes in
reimbursement rates or changes in healthcare practices that could
result in lower utilization rates or pricing pressures, (vii) the
impact of competition in the medical device industry, (viii) the
risks of fluctuations in interest or foreign currency exchange
rates, (ix) product liability claims, (x) difficulties inherent in
product development, including the timing or outcome of product
development efforts, the ability to obtain regulatory approvals and
clearances and the timing and market success of product launches,
(xi) risks relating to fluctuations in the cost and availability of
raw materials and other sourced products and the ability to
maintain favorable supplier arrangements and relationships, (xii)
successful compliance with governmental regulations applicable to
BD, Bard and the combined company, (xiii) changes in regional,
national or foreign economic conditions, (xiv) uncertainties of
litigation, and (xv) other factors discussed in BD's and Bard's
respective filings with the Securities and Exchange Commission. The
forward-looking statements in this document speak only as of date
of this document. BD and Bard undertake no obligation to update any
forward-looking statements to reflect events or circumstances after
the date hereof, except as required by applicable laws or
regulations.
IMPORTANT INFORMATION FOR INVESTORS
In connection with the proposed transaction, BD has filed with
the SEC a registration statement on Form S−4 that constitutes a
prospectus of BD and includes a proxy statement of Bard. BD and
Bard also plan to file other relevant documents with the SEC
regarding the proposed transaction. INVESTORS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the
proxy statement/prospectus (if and when it becomes available) and
other relevant documents filed by BD and Bard with the SEC at the
SEC's website at www.sec.gov. In addition, you will be able to
obtain free copies of these documents by phone, e−mail or written
request by contacting the investor relations department of BD or
Bard at the following:
Becton, Dickinson and
Company
|
C.R. Bard,
Inc.
|
1 Becton
Drive
|
730 Central
Avenue
|
Franklin Lakes, New
Jersey 07417
|
Murray Hill, New
Jersey 07974
|
Attn: Investor
Relations
|
Attn: Investor
Relations
|
1-(800)-284-6845
|
1-(908)-277-8065
|
PARTICIPANTS IN THE SOLICITATION
BD and Bard and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about BD's directors and
executive officers is available in BD's proxy statement dated
December 15, 2016, for its 2017
Annual Meeting of Shareholders. Information about Bard's directors
and executive officers is available in Bard's proxy statement dated
March 15, 2017, for its 2017 Annual
Meeting of Stockholders. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC regarding the
acquisition when they become available. Investors should read the
proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions. You may obtain
free copies of these documents from BD or Bard as indicated
above.
NO OFFER OR SOLICITATION
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Contacts:
|
|
Monique N.
Dolecki
|
Todd W.
Garner
|
BD Investor
Relations
|
Bard Investor
Relations
|
201.847.5378
|
908.277.8065
|
monique_dolecki@bd.com
|
Todd.Garner@crbard.com
|
|
|
Kristen
Cardillo
|
Scott T.
Lowry
|
BD Corporate
Communication
|
Bard Media
Relations
|
201.847.5657
|
908.277.8365
|
kristen.cardillo@bd.com
|
scott.lowry@crbard.com
|
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SOURCE BD (Becton, Dickinson and Company)