BECTON, DICKINSON AND COMPANY (NYSE:BDX) Files An 8-K Other Events
Item 8.01. Other Events.
into an Agreement and Plan of Merger (the Merger Agreement) with
C. R. Bard, Inc., a New Jersey Corporation (Bard), and Lambda
Corp., a New Jersey corporation and wholly owned subsidiary of BD
(Merger Corp). The Merger Agreement provides, among other things,
that, upon the terms and subject to the conditions set forth
therein, Merger Corp will merge with and into Bard, with Bard
surviving as a wholly-owned subsidiary of BD (the Transaction).
audited consolidated financial statements (and notes thereto) of
Bard for the years ended December 31, 2016, 2015 and 2014, which
are filed as Exhibit 99.1 hereto, and the unaudited consolidated
condensed financial statements (and notes thereto) of Bard for
the three-month periods ended March 31, 2017 and 2016, which are
filed as Exhibit 99.2 hereto. BD is also filing with this Current
Report on Form 8-K the unaudited pro forma condensed combined
financial information (and notes thereto) of BD, after giving
effect to the Transaction and related financing transactions, for
the six month period ended March 31, 2017 and for the fiscal year
ended September 30, 2016, which are filed as Exhibit 99.3 hereto.
Transaction, it had commenced offers to exchange any and all of
the outstanding $500.0 million aggregate principal amount of
Bards 4.400% Notes due 2021, $500.0 million aggregate principal
amount of Bards 3.000% Notes due 2026 and $149.82 million
aggregate principal amount of Bards 6.700% Notes due 2026 for up
to $1.15 billion aggregate principal amount of new notes issued
by BD and cash. In conjunction with the exchange offers, BD is
also soliciting consents, on behalf of Bard, to adopt certain
proposed amendments to each of the indentures governing the Bard
notes to (i) eliminate substantially all of the restrictive
covenants in the indentures and (ii) limit the reporting
covenants under the indentures so that Bard is only required to
comply with the reporting requirements under the Trust Indenture
Act of 1939. A copy of the press release is attached hereto as
Exhibit 99.4 and is incorporated herein by reference.
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Exhibit No.
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Description of Exhibit
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23.1
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Consent of KPMG LLP, independent registered public
accounting firm for C. R. Bard, Inc. |
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99.1
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Audited consolidated financial statements (and notes
thereto) of C. R. Bard, Inc. for the fiscal years ended December 31, 2016, 2015 and 2014. |
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99.2
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Unaudited consolidated condensed financial statements (and
notes thereto) of C. R. Bard, Inc. for the three-month periods ended March 31, 2017 and 2016. |
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99.3
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Unaudited pro forma condensed combined financial
information (and notes thereto) of BD, after giving effect to the Transaction and related financing transactions, for the six month period ended March 31, 2017 and for the fiscal year ended September 30, 2016. |
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99.4
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Press release of Becton, Dickinson and Company dated May 5, 2017. |
About BECTON, DICKINSON AND COMPANY (NYSE:BDX)
Becton, Dickinson and Company (BD) is a global medical technology company engaged in the development, manufacture and sale of a range of medical supplies, devices, laboratory equipment and diagnostic products. The Company operates through two segments: BD Medical and BD Life Sciences. The BD Medical segment produces an array of medical technologies and devices that are used to help improve healthcare delivery in a range of settings. BD Medical consists of various business units, including diabetes care, medication and procedural solutions, medication management solutions and pharmaceutical systems. The BD Life Sciences segment provides products for the safe collection and transport of diagnostics specimens, and instruments and reagent systems to detect a range of infectious diseases, healthcare-associated infections and cancers. The Company’s BD Life Sciences segment consists of various business units, including preanalytical systems, diagnostic systems and biosciences. BECTON, DICKINSON AND COMPANY (NYSE:BDX) Recent Trading Information
BECTON, DICKINSON AND COMPANY (NYSE:BDX) closed its last trading session up +0.54 at 185.40 with 1,426,032 shares trading hands.
