FRANKLIN LAKES, N.J.,
June 3, 2019 /PRNewswire/ -- Becton,
Dickinson and Company (NYSE: BDX) (the "Company" or "BD") today
announced the early tender results for its previously announced
tender offers to purchase for cash, in the order of priority set
forth in the table below, up to the applicable Tender SubCap, if
any, of each of the Company's 5.000% Notes due 2040, 4.875% Notes
due 2044, 4.685% Notes due 2044, 3.700% Notes due 2027, 3.734%
Notes due 2024, 4.669% Notes due 2047 and 2.894% Notes due
2022 (collectively, the "Securities" and each, a
"series"), subject to an initial aggregate tender cap of
$1,100,000,000 for all tendered
series of Securities (the "Aggregate Tender Cap").
As of the previously announced early tender date and time of
5:00 p.m., New York City time, on June 3, 2019 (the "Early Tender Date"), according
to information provided by Global Bondholder Services Corporation,
the tender and information agent for the tender offers, the
aggregate principal amount of each series of Securities set forth
in the tables below under "Principal Amount Tendered at Early
Tender Date" has been validly tendered and not validly withdrawn in
the tender offers. Withdrawal rights for the Securities expired at
5:00 p.m., New York City time, on June 3, 2019.
Tender Offer Notes of Becton, Dickinson and
Company
Title of
Security
|
CUSIP No. /
ISIN No.
|
Principal
Amount
Outstanding
|
Tender
SubCap
|
Acceptance
Priority
Level
|
U.S.
Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
Early
Tender
Payment (1)
|
Principal
Amount
Tendered at
Early Tender
Date
|
Percent
Tendered of
Amount
Outstanding
|
5.000%
Notes due
2040
|
075887
AX7;
US075887AX76
|
$300,000,000
|
$75,000,000
|
1
|
3.000%
UST due
2/15/49
|
FIT1
|
+170 bps
|
$30
|
$175,016,000
|
58.34%
|
4.875%
Notes due
2044
|
075887 BM0
US075887BM03
|
$299,877,000
|
$75,000,000
|
2
|
3.000%
UST due
2/15/49
|
FIT1
|
+175 bps
|
$30
|
$150,373,000
|
50.14%
|
4.685%
Notes due
2044
|
075887 BG3;
US075887BG35
|
$1,200,000,000
|
$175,000,000
|
3
|
3.000%
UST due
2/15/49
|
FIT1
|
+145 bps
|
$30
|
$802,754,000
|
66.90%
|
3.700%
Notes due
2027
|
075887 BW8;
US075887BW84
|
$2,400,000,000
|
$600,000,000
|
4
|
2.375%
UST due
5/15/29
|
FIT1
|
+105 bps
|
$30
|
$1,941,877,000
|
80.91%
|
3.734%
Notes due
2024
|
075887 BF5;
US075887BF51
|
$1,375,000,000
|
—
|
5
|
2.250%
UST due
4/30/24
|
FIT1
|
+90 bps
|
$30
|
$869,242,000
|
63.22%
|
4.669%
Notes due
2047
|
075887 BX6;
US075887BX67
|
$1,500,000,000
|
$100,000,000
|
6
|
3.000%
UST due
2/15/49
|
FIT1
|
+145 bps
|
$30
|
$977,019,000
|
65.13%
|
2.894%
Notes due
2022
|
075887 BT5;
US075887BT55
|
$1,800,000,000
|
—
|
7
|
2.125%
UST due
5/15/22
|
FIT1
|
+60 bps
|
$30
|
$1,525,173,000
|
84.73%
|
(1) Per $1,000
principal amount.
The Company expects to announce the pricing of the tender
offers, the amount of each series of Securities accepted for
purchase, if any, and the proration rates for the applicable series
of Securities on June 4, 2019.
In addition, the Company may announce an increase of any of the
Tender SubCaps and/or the Aggregate Tender Cap at such time.
The applicable consideration (the "Total Consideration") offered
per $1,000 principal amount of each
series of Securities validly tendered and accepted for purchase
pursuant to the applicable tender offer will be determined in the
manner described in the Offer to Purchase by reference to the
applicable fixed spread for such Securities specified in the tables
above plus the applicable yield based on the bid-side price of the
applicable U.S. Treasury Reference Security specified in the tables
above at 9:00 a.m., New York City time, on June 4, 2019. The "Late Tender Offer
Consideration" is equal to the Total Consideration minus the Early
Tender Payment specified in the tables above.
Only holders of Securities who validly tendered and did not
validly withdraw their Securities at or prior to the Early Tender
Date are eligible to receive the Total Consideration for Securities
accepted for purchase. Holders of Securities who validly tender
their Securities after the Early Tender Date but prior to or at the
expiration date will be eligible to receive the Late Tender Offer
Consideration. Holders will also receive accrued and unpaid
interest on Securities validly tendered and accepted for purchase
from the last interest payment date up to, but not including, the
date the Company makes payment for such Securities.
The Company has satisfied the financing condition to the tender
offers and expects to make payment for the Securities that were
validly tendered prior to or at the Early Tender Date and that are
accepted for purchase on June 5,
2019.
Since the tender offers for the Securities are fully subscribed
as of the Early Tender Date, unless the Company increases one or
more Tender SubCaps and/or the Aggregate Tender Cap prior to the
expiration date, no Securities tendered after the Early Tender Date
will be accepted pursuant to the tender offers. The Company
may increase any of the Tender SubCaps or the Aggregate Tender Cap
at any time, subject to applicable law and currently expects that
any such increase will be announced after pricing of the tender
offers.
Information Relating to the Tender Offers
Barclays Capital Inc., Goldman Sachs & Co. LLC and J.P.
Morgan Securities LLC are the lead dealer managers for the
tender offers. Investors with questions regarding the tender offers
may contact Barclays Capital Inc. at (800) 438-3242
(toll-free) or (212) 528-7581 (collect), Goldman Sachs & Co.
LLC at (800) 828-3182 (toll-free) or (212) 357-0215 (collect) and
J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212)
834-8553 (collect). Global Bondholder Services Corporation is the
tender and information agent for the tender offers and can be
contacted at (866) 794-2200 (toll-free) or (212) 430-3774
(collect).
None of the Company or its affiliates, their respective boards
of directors, the dealer managers, the tender and information agent
or the trustee with respect to any Securities is making any
recommendation as to whether holders should tender any Securities
in response to any of the tender offers, and neither the Company
nor any such other person has authorized any person to make any
such recommendation. Holders must make their own decision as to
whether to tender any of their Securities, and, if so, the
principal amount of Securities to tender.
This press release is for informational purposes only and is not
an offer to buy, or the solicitation of an offer to sell, any of
the Securities and the tender offers do not constitute an offer to
buy or the solicitation of an offer to sell Securities in any
jurisdiction or in any circumstances in which such offer or
solicitation is unlawful.
The full details of the tender offers are included in the Offer
to Purchase. Holders are strongly encouraged to read carefully the
Offer to Purchase, including materials incorporated by reference
therein, because they contain important information. The Offer to
Purchase may be downloaded from Global Bondholder Services
Corporation's website at www.gbsc-usa.com/BectonDickinson or
obtained from Global Bondholder Services Corporation, free of
charge, by calling toll-free at (866) 794-2200 (bankers and brokers
can call collect at (212) 430-3774).
About BD
BD is one of the largest global medical technology companies in
the world and is advancing the world of health by improving medical
discovery, diagnostics and the delivery of care. The company
supports the heroes on the frontlines of health care by developing
innovative technology, services and solutions that help advance
both clinical therapy for patients and clinical process for health
care providers. BD and its 65,000 employees have a passion and
commitment to help enhance the safety and efficiency of clinicians'
care delivery process, enable laboratory scientists to accurately
detect disease and advance researchers' capabilities to develop the
next generation of diagnostics and therapeutics. BD has a presence
in virtually every country and partners with organizations around
the world to address some of the most challenging global health
issues. By working in close collaboration with customers, BD can
help enhance outcomes, lower costs, increase efficiencies, improve
safety and expand access to health care.
Contact:
Kristen Cardillo, Communications
– (201) 847-5657
Monique N. Dolecki, Investor
Relations – (201) 847-5378
Forward-Looking Statements
This press release contains certain estimates and other
forward-looking statements (as defined under Federal securities
laws) regarding BD's performance, including in relation to the
consummation of the tender offers. All such statements are based
upon current expectations of BD and involve a number of business
risks and uncertainties. Actual results could vary materially from
anticipated results described, implied or projected in any
forward-looking statement. With respect to forward-looking
statements contained herein, a number of factors could cause actual
results to vary materially. These factors include, but are not
limited to, factors discussed in BD's filings with the Securities
and Exchange Commission. We do not intend to update any
forward-looking statements to reflect events or circumstances after
the date hereof except as required by applicable laws or
regulations.
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SOURCE BD (Becton, Dickinson and Company)