FRANKLIN LAKES, N.J.,
Nov. 28, 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 November 28, 2017 to 5:00
p.m., New York City time,
on December 14, 2017 (the "New
Expiration Date"), which date and time may be modified as described
below.
As of 12:01 a.m., New York City time, on November 28, 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withdrawn (and consents thereby validly given and not validly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 Amount
|
|
|
Exchanged
|
|
Outstanding
|
|
Principal
Amount
|
|
Percentage
|
4.400% Notes due 2021
/ 067383 AC3
|
|
$500,000,000
|
|
$432,463,000
|
|
86.49 %
|
|
|
|
|
|
|
|
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
|
|
$469,837,000
|
|
93.97 %
|
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, August 29, 2017,
September 27, 2017 and October 26, 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 Exchange Offers and Consent Solicitations
will not expire until the requisite conditions for the consummation
of the Bard Acquisition have been satisfied. The closing of
the Bard Acquisition is currently expected to occur in the fourth
calendar quarter of 2017. BD expressly reserves the right, in its
sole discretion, to modify the New Expiration Date and thereby
reduce the offering period of the Exchange Offers and Consent
Solicitations in the event that all requisite conditions for the
consummation of the Bard Acquisition are satisfied and the closing
of the Bard Acquisition would occur before December 14, 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,
August 29, 2017, September 27, 2017 and October 26, 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 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
View original
content:http://www.prnewswire.com/news-releases/bd-announces-extension-of-exchange-offers-and-consent-solicitations-for-c-r-bard-inc-notes-300562286.html
SOURCE BD (Becton, Dickinson and Company)