BECTON, DICKINSON AND COMPANY (NYSE:BDX) Files An 8-K Other Events
Item 8.01 Other Events.
Exchange Offer Early Tender Date
On May 19, 2017, Becton, Dickinson and Company (BD) announced the
early tender results for, and amendments to, its previously
announced offers to exchange any and all of the outstanding
$500.0 million aggregate principal amount of C. R. Bard, Inc.s
(Bard) 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. A copy
of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
early tender results for, and amendments to, its previously
announced offers to exchange any and all of the outstanding
$500.0 million aggregate principal amount of C. R. Bard, Inc.s
(Bard) 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. A copy
of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
U.S. Dollar Notes Offering
On May 22, 2017, BD entered into an underwriting agreement (the
U.S. Underwriting Agreement) with Citigroup Global Markets Inc.,
Barclays Capital Inc., BNP Paribas Securities Corp., MUFG
Securities Americas Inc. and Wells Fargo Securities, LLC, as
representatives of the underwriters named therein (the U.S.
Underwriters), in connection with the offer and sale by BD to the
U.S. Underwriters (the U.S. Offering) of $725.0 million aggregate
principal amount of 2.133% Notes due 2019 (the 2019 Notes), $1.0
billion aggregate principal amount of 2.404% Notes due 2020 (the
2020 Notes), $1.8 billion aggregate principal amount of 2.894%
Notes due 2022 (the 2022 Notes), $500.0 million aggregate
principal amount of Floating Rate Notes due 2022 (the Floating
Rate Notes), $1.75 billion aggregate principal amount of 3.363%
Notes due 2024 (the 2024 Notes), $2.4 billion aggregate principal
amount of 3.700% Notes due 2027 (the 2027 Notes) and $1.5 billion
aggregate principal amount of 4.669% Notes due 2047 (the 2047
Notes and, together with the 2019 Notes, the 2020 Notes, the 2022
Notes, the Floating Rate Notes, the 2024 Notes and the 2027
Notes, the U.S. notes).
U.S. Underwriting Agreement) with Citigroup Global Markets Inc.,
Barclays Capital Inc., BNP Paribas Securities Corp., MUFG
Securities Americas Inc. and Wells Fargo Securities, LLC, as
representatives of the underwriters named therein (the U.S.
Underwriters), in connection with the offer and sale by BD to the
U.S. Underwriters (the U.S. Offering) of $725.0 million aggregate
principal amount of 2.133% Notes due 2019 (the 2019 Notes), $1.0
billion aggregate principal amount of 2.404% Notes due 2020 (the
2020 Notes), $1.8 billion aggregate principal amount of 2.894%
Notes due 2022 (the 2022 Notes), $500.0 million aggregate
principal amount of Floating Rate Notes due 2022 (the Floating
Rate Notes), $1.75 billion aggregate principal amount of 3.363%
Notes due 2024 (the 2024 Notes), $2.4 billion aggregate principal
amount of 3.700% Notes due 2027 (the 2027 Notes) and $1.5 billion
aggregate principal amount of 4.669% Notes due 2047 (the 2047
Notes and, together with the 2019 Notes, the 2020 Notes, the 2022
Notes, the Floating Rate Notes, the 2024 Notes and the 2027
Notes, the U.S. notes).
BD intends to use the net proceeds from the U.S. Offering of the
2020 Notes, the 2022 Notes, the Floating Rate Notes, the 2024
Notes, the 2027 Notes and the 2047 Notes, together with other
sources of liquidity, to finance the cash consideration payable
in connection with BDs previously announced acquisition of Bard
(the Bard Acquisition) and to pay related fees and expenses, with
any remaining proceeds being used for general corporate purposes,
which may include acquisitions and debt repayment. The closing of
the U.S. Offering is not conditioned on the closing of the Bard
Acquisition. However, if the Bard Acquisition is not consummated
on or prior to April 23, 2018, or, if prior to such date, the
Agreement and Plan of Merger with Bard and Lambda Corp., a New
Jersey corporation and wholly-owned subsidiary of BD, is
terminated, then, in either case, BD will be required to redeem
all of the 2020 Notes, the 2022 Notes, the Floating Rate Notes,
the 2024 Notes, the 2027 Notes and the 2047 Notes at a special
mandatory redemption price equal to 101% of the aggregate
principal amount of such notes, plus accrued and unpaid interest
to, but excluding, the redemption date.
2020 Notes, the 2022 Notes, the Floating Rate Notes, the 2024
Notes, the 2027 Notes and the 2047 Notes, together with other
sources of liquidity, to finance the cash consideration payable
in connection with BDs previously announced acquisition of Bard
(the Bard Acquisition) and to pay related fees and expenses, with
any remaining proceeds being used for general corporate purposes,
which may include acquisitions and debt repayment. The closing of
the U.S. Offering is not conditioned on the closing of the Bard
Acquisition. However, if the Bard Acquisition is not consummated
on or prior to April 23, 2018, or, if prior to such date, the
Agreement and Plan of Merger with Bard and Lambda Corp., a New
Jersey corporation and wholly-owned subsidiary of BD, is
terminated, then, in either case, BD will be required to redeem
all of the 2020 Notes, the 2022 Notes, the Floating Rate Notes,
the 2024 Notes, the 2027 Notes and the 2047 Notes at a special
mandatory redemption price equal to 101% of the aggregate
principal amount of such notes, plus accrued and unpaid interest
to, but excluding, the redemption date.
BD intends to use the net proceeds from the U.S. Offering of the
2019 Notes, together with the net proceeds of the Euro Offering
(defined below) and cash on hand, to fund the redemption price
for various series of BDs outstanding senior notes and to pay
accrued interest, related premiums, fees and expenses in
connection therewith. The 2019 Notes will not be subject to the
special mandatory redemption provision described above. BD
expects that the U.S. Offering will be completed on or about June
6, 2017, subject to customary closing conditions.
2019 Notes, together with the net proceeds of the Euro Offering
(defined below) and cash on hand, to fund the redemption price
for various series of BDs outstanding senior notes and to pay
accrued interest, related premiums, fees and expenses in
connection therewith. The 2019 Notes will not be subject to the
special mandatory redemption provision described above. BD
expects that the U.S. Offering will be completed on or about June
6, 2017, subject to customary closing conditions.
The foregoing description of the U.S. Underwriting Agreement does
not purport to be a complete description and is qualified in its
entirety by reference to the full text of the U.S. Underwriting
Agreement, which is filed as Exhibit 1.1 hereto and incorporated
herein by reference.
not purport to be a complete description and is qualified in its
entirety by reference to the full text of the U.S. Underwriting
Agreement, which is filed as Exhibit 1.1 hereto and incorporated
herein by reference.
Euro-denominated Notes Offering
On May 23, 2017, BD entered into an underwriting agreement (the
Euro Underwriting Agreement) with Barclays Bank PLC, BNP Paribas,
Citigroup Global Markets Limited, Scotiabank Europe plc, Standard
Chartered Bank, U.S. Bancorp Investments, Inc., BNY Mellon
Capital Markets, LLC, ING Bank N.V, Belgian Branch, Loop Capital
Markets LLC and the Williams Capital Group, L.P. (the Euro
Underwriters) in connection with the offer and sale by BD to the
Euro Underwriters (the Euro Offering) of 700,000,000 aggregate
principal amount of 0.368% Notes due 2019 (the Euro notes).
Euro Underwriting Agreement) with Barclays Bank PLC, BNP Paribas,
Citigroup Global Markets Limited, Scotiabank Europe plc, Standard
Chartered Bank, U.S. Bancorp Investments, Inc., BNY Mellon
Capital Markets, LLC, ING Bank N.V, Belgian Branch, Loop Capital
Markets LLC and the Williams Capital Group, L.P. (the Euro
Underwriters) in connection with the offer and sale by BD to the
Euro Underwriters (the Euro Offering) of 700,000,000 aggregate
principal amount of 0.368% Notes due 2019 (the Euro notes).
BD intends to use the net proceeds from the Euro Offering,
together with the net proceeds of the U.S. Offering of the 2019
Notes and cash on hand, to redeem various series of BDs
outstanding senior notes and to pay accrued interest, related
premiums, fees and expenses in connection therewith. BD expects
that the Euro Offering will be completed on or about June 6,
2017, subject to customary closing conditions.
together with the net proceeds of the U.S. Offering of the 2019
Notes and cash on hand, to redeem various series of BDs
outstanding senior notes and to pay accrued interest, related
premiums, fees and expenses in connection therewith. BD expects
that the Euro Offering will be completed on or about June 6,
2017, subject to customary closing conditions.
The foregoing description of the Euro Underwriting Agreement does
not purport to be a complete description and is qualified in its
entirety by reference to the full text of the Euro Underwriting
Agreement, which is filed as Exhibit 1.2 hereto and incorporated
herein by reference.
not purport to be a complete description and is qualified in its
entirety by reference to the full text of the Euro Underwriting
Agreement, which is filed as Exhibit 1.2 hereto and incorporated
herein by reference.
FORWARD-LOOKING STATEMENTS
This communication 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, will, 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 BDs
proposed acquisition of Bard, statements relating to the
closings of the U.S. Offering and the Euro Offering, and other
statements that are not historical facts. These statements are
based on the current expectations of BD and Bard management and
are not predictions of actual performance.
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, will, 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 BDs
proposed acquisition of Bard, statements relating to the
closings of the U.S. Offering and the Euro Offering, and other
statements that are not historical facts. These statements are
based on the current expectations of BD and Bard management and
are not predictions of actual performance.
These statements are subject to a number of risks and
uncertainties regarding BD and Bards 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, (ii) the ability of BD to consummate the U.S. Offering
and the Euro Offering and (iii) other factors discussed in BDs
and Bards respective filings with the Securities and Exchange
Commission.
uncertainties regarding BD and Bards 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, (ii) the ability of BD to consummate the U.S. Offering
and the Euro Offering and (iii) other factors discussed in BDs
and Bards respective filings with the Securities and Exchange
Commission.
The forward-looking statements in this document speak only as
of date of this document. 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.
of date of this document. 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.
IMPORTANT INFORMATION FOR INVESTORS
In connection with the proposed transaction, on May 23, 2017,
BD filed with the Securities and Exchange Commission a
registration statement on Form S-4 that constitutes a
prospectus of BD and includes a preliminary proxy statement of
Bard. The registration statement has not yet become effective.
After the registration statement has been declared effective by
the Securities and Exchange Commission, the definitive proxy
statement/prospectus will be delivered to shareholders of Bard.
BD and Bard also plan to file other relevant documents with the
Securities and Exchange Commission regarding the proposed
transaction. INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IF AND WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You
may obtain a free copy of the definitive proxy
statement/prospectus (if and when it becomes available) and
other relevant documents filed by BD and Bard with the
Securities and Exchange Commission at the Securities and
Exchange Commissions website at www.sec.gov. In addition, you
will be able to obtain free copies of these documents by phone,
e-mail or written request by contacting the investor relations
department of BD or Bard at the following:
BD filed with the Securities and Exchange Commission a
registration statement on Form S-4 that constitutes a
prospectus of BD and includes a preliminary proxy statement of
Bard. The registration statement has not yet become effective.
After the registration statement has been declared effective by
the Securities and Exchange Commission, the definitive proxy
statement/prospectus will be delivered to shareholders of Bard.
BD and Bard also plan to file other relevant documents with the
Securities and Exchange Commission regarding the proposed
transaction. INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IF AND WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You
may obtain a free copy of the definitive proxy
statement/prospectus (if and when it becomes available) and
other relevant documents filed by BD and Bard with the
Securities and Exchange Commission at the Securities and
Exchange Commissions website at www.sec.gov. In addition, you
will be able to obtain free copies of these documents by phone,
e-mail or written request by contacting the investor relations
department of BD or Bard at the following:
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Becton, Dickinson and Company
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C.R. Bard, Inc.
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1 Becton Drive
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730 Central Avenue
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Franklin Lakes, New Jersey 07417
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Murray Hill, New Jersey 07974
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Attn: Investor Relations
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Attn: Investor Relations
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1-(800)-284-6845
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1-(800)-367-2273
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PARTICIPANTS IN THE SOLICITATION
BD and Bard and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information about BDs
directors and executive officers is available in BDs proxy
statement dated December 15, 2016, for its 2017 Annual
Meeting of Shareholders. Information about Bards directors
and executive officers is available in Bards proxy statement
dated March 15, 2017, for its 2017 Annual Meeting of
Stockholders. Other information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will
be contained in the definitive proxy statement/prospectus and
other relevant materials to be filed with the Securities and
Exchange Commission regarding the acquisition when they
become available. Investors should read the definitive proxy
statement/prospectus carefully when it becomes available
before making any voting or investment decisions. You may
obtain free copies of these documents from BD or Bard as
indicated above.
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information about BDs
directors and executive officers is available in BDs proxy
statement dated December 15, 2016, for its 2017 Annual
Meeting of Shareholders. Information about Bards directors
and executive officers is available in Bards proxy statement
dated March 15, 2017, for its 2017 Annual Meeting of
Stockholders. Other information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will
be contained in the definitive proxy statement/prospectus and
other relevant materials to be filed with the Securities and
Exchange Commission regarding the acquisition when they
become available. Investors should read the definitive proxy
statement/prospectus carefully when it becomes available
before making any voting or investment decisions. You may
obtain free copies of these documents from BD or Bard as
indicated above.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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1.1
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Underwriting Agreement, dated May 22, 2017, by and
among Becton, Dickinson and Company and Citigroup Global Markets Inc., Barclays Capital Inc., BNP Paribas Securities Corp., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named therein. |
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1.2
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Underwriting Agreement, dated May 23, 2017, by and
among Becton, Dickinson and Company, Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited, Scotiabank Europe plc, Standard Chartered Bank, U.S. Bancorp Investments, Inc., BNY Mellon Capital Markets, LLC, ING Bank N.V, Belgian Branch, Loop Capital Markets LLC and the Williams Capital Group, L.P. |
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99.1
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Press release of Becton, Dickinson and Company dated
May 19, 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 down -0.23 at 186.77 with 1,203,379 shares trading hands.
