MURRAY HILL, N.J. and
FRANKLIN LAKES, N.J., Aug. 8, 2017 /PRNewswire/ -- C. R. Bard,
Inc. (NYSE: BCR) ("Bard") and Becton, Dickinson and Company (NYSE:
BDX) ("BD") today announced the results of Bard's special meeting
of shareholders, held on August 8,
2017 and at which a quorum was present, for Bard
shareholders to consider and vote upon the proposed merger of Bard
with BD. Bard shareholders approved the definitive merger
agreement, with approximately 99% of shares voting cast in favor of
the proposal.
As previously announced on April 23,
2017, Bard and BD entered into a definitive agreement
pursuant to which BD would acquire Bard in a stock and cash
transaction. Bard shareholder approval was a condition to the
transaction. The proposed transaction remains subject to certain
other conditions and approvals, and is presently expected to close
in the fourth calendar quarter of 2017.
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, BD's,
Bard's and the combined company's 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 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 BD's and Bard's 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 BD's and
Bard's 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 BD's and Bard's respective filings with the
U.S. Securities and Exchange Commission (the "SEC"), available free
of charge at the SEC's 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 SEC's website at www.sec.gov. In
addition, investors and shareholders may obtain free copies of the
documents filed with the SEC by BD at BD's 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 Bard's 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.
NO OFFER OR SOLICITATION
This Current
Report on Form 8-K 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.
Bard
Contacts:
|
|
|
|
Investor
Relations:
|
Todd W.
Garner
|
|
Vice President,
Investor Relations
|
|
(908)
277-8065
|
|
|
Media
Relations:
|
Scott T.
Lowry
|
|
Vice President and
Treasurer
|
|
(908)
277-8365
|
|
|
BD
Contacts:
|
|
|
|
Investor
Relations:
|
Monique N.
Dolecki
|
|
Vice President,
Investor Relations
|
|
(201)
847-5378
|
|
|
Media
Relations:
|
Kristen
Cardillo
|
|
Vice President,
Global Communication
|
|
(201)
847-5657
|
View original
content:http://www.prnewswire.com/news-releases/bard-shareholders-approve-proposed-merger-with-becton-dickinson-300501531.html
SOURCE BD (Becton, Dickinson and Company)