FRANKLIN LAKES, N.J.,
Sept. 27, 2017 /PRNewswire/
-- BD (Becton, Dickinson and Company) (NYSE: BDX) announced
today that, in connection with its previously announced offers to
exchange (the "Exchange Offers") any and all outstanding 4.400%
Notes due 2021, 3.000% Notes due 2026 and 6.700% Notes due 2026
(collectively, the "Bard Notes") issued by C. R. Bard, Inc.
("Bard") for new notes issued by BD (the "BD Notes") and cash, and
the related consent solicitations (the "Consent Solicitations")
being made by BD on behalf of Bard to adopt certain proposed
amendments to the respective indentures governing the Bard Notes,
BD has amended the Exchange Offers and Consent Solicitations to
extend the expiration date of the Exchange Offers and Consent
Solicitations from 12:01 a.m.,
New York City time, on
September 27, 2017 to 12:01 a.m., New York
City time, on October 26,
2017.
As of 12:01 a.m., New York City time, on September 27, 2017, the following principal
amounts of the BD Notes had been validly tendered and not validly
withdrawn (and consents thereby validly given and not validly
revoked):
Title of
Series/CUSIP
|
|
|
|
Bard Notes
Tendered at Current Expiration Date
|
Number of Bard
Notes to be
|
|
Aggregate
Principal
|
|
|
|
|
Exchanged
|
|
Amount
Outstanding
|
|
Principal
Amount
|
|
Percentage
|
|
|
|
|
|
|
|
4.400% Notes due 2021
/
067383 AC3
|
|
$500,000,000
|
|
$428,216,000
|
|
85.64 %
|
|
|
|
|
|
|
|
6.700% Notes due 2026
/
067383 AA7
|
|
$149,820,000
|
|
$137,032,000
|
|
91.46 %
|
|
|
|
|
|
|
|
3.000% Notes due 2026
/
067383 AE9
|
|
$500,000,000
|
|
$469,712,000
|
|
93.94 %
|
Withdrawal rights have expired in respect of the Exchange Offers
and Consent Solicitations for each series of the Bard Notes.
The Exchange Offers and Consent Solicitations are being made
pursuant to the terms and subject to the conditions set forth in
the Offering Memorandum and Consent Solicitation Statement, dated
May 5, 2017 (the "Offering Memorandum
and Consent Solicitation Statement"), as amended by BD's press
releases, dated May 19, 2017,
June 5, 2017, July 3, 2017, August 1,
2017 and August 29, 2017, and
as amended hereby, and related Letter of Transmittal and Consent,
and are conditioned upon the closing of the Bard Acquisition (as
defined in the Offering Memorandum and Consent Solicitation
Statement), which condition may not be waived by BD. The closing of
the Bard Acquisition is expected to occur in the fourth calendar
quarter of 2017. Except as described in this press release, all
other terms of the Exchange Offers and Consent Solicitations as
previously announced remain unchanged.
Documents relating to the Exchange Offers and Consent
Solicitations will only be distributed to eligible holders of Bard
Notes who complete and return an eligibility form certifying that
they are either a "qualified institutional buyer" under Rule 144A
or not a "U.S. person" and outside the
United States under Regulation S for purposes of applicable
securities laws. Except as amended by BD's press releases, dated
May 19, 2017, June 5, 2017, July 3,
2017, August 1, 2017 and
August 29, 2017, and as amended
hereby, the complete terms and conditions of the Exchange Offers
and Consent Solicitations are described in the Offering Memorandum
and Consent Solicitation Statement and related Letter of
Transmittal and Consent, copies of which may be obtained by
contacting Global Bondholder Services Corporation, the exchange
agent and information agent in connection with the Exchange Offers
and Consent Solicitations, at (866) 470-3900 (U.S. toll-free) or
(212) 430-3774 (banks and brokers). The eligibility form is
available electronically at:
http://gbsc-usa.com/eligibility/bd.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The Exchange Offers and Consent Solicitations are being
made solely pursuant to the Offering Memorandum and Consent
Solicitation Statement and letter of transmittal and consent and
only to such persons and in such jurisdictions as are permitted
under applicable law.
The BD Notes have not been registered under the Securities
Act of 1933, as amended, or any state securities laws. Therefore,
the BD Notes may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act of 1933, as amended, and any applicable state
securities laws.
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," "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 expected
timing of completion of the Exchange Offers, receipt of requisite
consents in the Consent Solicitations, consummation of the Bard
acquisition and other statements that are not historical
facts. These statements are based on the current expectations
of BD 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) the ability to market and sell Bard's products in
new markets, including the ability to obtain necessary regulatory
product registrations and clearances, (v) 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, (vi) the impact of
competition in the medical device industry, (vii) the risks of
fluctuations in interest or foreign currency exchange rates, (viii)
product liability claims, (ix) 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, (x) 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, (xi) successful
compliance with governmental regulations applicable to BD, Bard and
the combined company, (xii) changes in regional, national or
foreign economic conditions, (xiii) uncertainties of litigation,
and (xiv) other factors discussed in BD's and Bard's respective
filings with the Securities and Exchange Commission.
The forward-looking statements in this press release speak only
as of date of this announcement. 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.
BD
Monique Dolecki, Investor Relations
– (201) 847-5378
Kristen Cardillo, Corporate
Communications – (201) 847-5657
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SOURCE BD (Becton, Dickinson and Company)