Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
July 18 2017 - 4:37PM
Edgar (US Regulatory)
Filer: C. R. Bard, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and deemed
filed pursuant to Rule
14a-12
under the Exchange Act of 1934
Subject Company: C. R. Bard, Inc.
Registration File
No. 333-218179
On July 18, 2017, C. R. Bard, Inc. (Bard) made the following letter available to shareholders of Bard in connection with Becton,
Dickinson and Companys pending acquisition of Bard.
July 18, 2017
Dear Fellow Shareholder:
We have previously sent to you proxy material for the important special meeting of C. R. Bard, Inc.
shareholders, to be held on August 8, 2017, at which shareholders will consider the proposed merger with Becton, Dickinson and Company and related items.
Your Board of Directors unanimously recommends that shareholders vote FOR all proposals
on the agenda.
Approval of the merger agreement requires the support of a majority of the votes
cast on such proposal.
Therefore, your vote is important
, no matter how many or how few shares you may own
.
If you have not already done so, please vote TODAY by telephone, via the Internet, or by signing, dating
and returning the enclosed proxy card in the envelope provided.
Very truly yours,
SAMRAT S. KHICHI
Senior Vice President, General Counsel and Secretary
|
REMEMBER:
You can
vote your shares by telephone or via the Internet.
Please follow the easy instructions on the enclosed proxy card.
If you have any questions or need assistance in voting
your shares, please call our proxy solicitor,
INNISFREE M&A INCORPORATED
TOLL-FREE, at 1 (877)
825-8971.
|
FORWARD-LOOKING STATEMENTS
The information presented herein contains estimates and other forward-looking statements within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995. The words expect, anticipate, intend, plan, believe, seek, estimate, outlook and similar
words, phrases or expressions are intended to identify such forward-looking statements, but other statements that are not historical facts may also be considered forward-looking statements. These forward-looking statements include statements about
the benefits of the merger, including anticipated future financial and operating results, synergies, accretion and growth rates, Becton, Dickinson and Companys (BD), C. R. Bard, Inc.s (Bard) and the combined
companys plans, objectives, expectations and intentions, and the expected timing of completion of the transaction. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in
forward-looking statements. Such factors include, but are not limited to, the failure of the closing conditions to be satisfied, or any unexpected delay in closing the proposed merger, including the failure to obtain the necessary approval by Bard
shareholders and the risk that the required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed merger; the
occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings related to the proposed merger; risks relating to the integration of BDs and
Bards businesses, operations, products and employees, including the risk that this integration will be materially delayed or will be more costly or difficult than expected; the risk that the integration of the cost savings and any synergies
from the merger may not be realized or take longer than anticipated to be realized; the risk of higher than anticipated costs, fees, expenses and charges in relation to the proposed merger; access to available financing on a timely basis and
reasonable terms; reputational risk and the reaction of BDs and Bards employees, customers, suppliers or other business partners to the proposed merger, including a risk of loss of key senior management or other associates; developments,
sales efforts, income tax matters, the outcomes of contingencies such as legal proceedings, and other economic, business, competitive and regulatory factors; as well as other risks, uncertainties and factors discussed in BDs and Bards
respective filings with the U.S. Securities and Exchange Commission (the SEC), available free of charge at the SECs website at www.sec.gov. BD and Bard do not intend, and disclaim any obligation, to update or revise any
forward-looking statements contained in this communication to reflect events or circumstances after the date hereof, except as required by applicable laws or regulations.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT
In connection with the proposed transaction, BD has filed a registration statement on Form
S-4
with the SEC that includes a proxy statement of Bard that also constitutes a prospectus of BD. The registration statement became effective on June 30, 2017, and Bard commenced mailing of the proxy statement
on such date. BD and Bard also plan to file other documents in connection with the proposed transaction with the SEC. INVESTORS AND SHAREHOLDERS OF BARD ARE URGED TO READ CAREFULLY THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BD, BARD, THE PROPOSED TRANSACTION AND RELATED MATTERS. The registration statement and proxy statement/prospectus and other
documents filed by BD or Bard with the SEC will be available free of charge at the SECs website at www.sec.gov. In addition, investors and shareholders may obtain free copies of the documents filed with the SEC by BD at BDs website at
www.bd.com, in the Investors section by clicking the Investors link or by contacting BD Investor Relations at Monique_Dolecki@bd.com or calling
201-847-5378,
and may obtain free copies of the documents filed with the SEC by Bard at Bards website at www.crbard.com, in the Investors section by
clicking the Investors link or by contacting Bard Investor Relations at Todd.Garner@crbard.com or calling
908-277-8065.
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