FRANKLIN LAKES, N.J.,
June 4, 2019 /PRNewswire/
-- Becton, Dickinson and Company (NYSE: BDX) (the "Company" or
"BD") today announced the consideration payable in connection with
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 aggregate tender cap of $1,100,000,000 for all tendered series of
Securities.
In addition, the Company has amended the tender offers to (i)
increase the previously announced Tender SubCap for its 5.000%
Notes due 2040 from $75,000,000 to
$175,016,000, (ii) increase the
previously announced Tender SubCap for its 4.685% Notes due 2044
from $175,000,000 to $175,002,000 and (iii) increase the previously
announced Tender SubCap for its 3.700% Notes due 2027 from
$600,000,000 to $675,000,000. All other terms of the tender
offers as previously announced remain unchanged. The tender offers
are being made pursuant to the terms and conditions, set forth in
the offer to purchase, dated May 20,
2019 (as it may be amended or supplemented from time to
time, the "Offer to Purchase"), as supplemented by this press
release. The Company refers investors to the Offer to Purchase for
the complete terms and conditions of the tender offers.
The tables below set forth the Total Consideration for each
series of Securities.
Tender Offer Notes
of Becton, Dickinson and Company
|
|
Title of
Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
Tender
SubCap
|
Acceptance
Priority
Level
|
U.S.
Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
Early
Tender
Payment
(1)(2)
|
Principal
Amount
Tendered at
Early Tender
Date
|
Percent
Tendered of
Amount
Outstanding
|
Proration
Rate
|
Total
Consideration
(1)(2)
|
5.000%
Notes due
2040
|
075887
AX7;
US075887AX76
|
$300,000,000
|
$175,016,000
|
1
|
3.000%
UST due
2/15/49
|
FIT1
|
+170 bps
|
$30
|
$175,016,000
|
58.34%
|
N/A
|
$1,100.93
|
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%
|
49.92%
|
$1,082.30
|
4.685%
Notes due
2044
|
075887 BG3;
US075887BG35
|
$1,200,000,000
|
$175,002,000
|
3
|
3.000%
UST due
2/15/49
|
FIT1
|
+145 bps
|
$30
|
$802,754,000
|
66.90%
|
21.84%
|
$1,103.31
|
3.700%
Notes due
2027
|
075887 BW8;
US075887BW84
|
$2,400,000,000
|
$675,000,000
|
4
|
2.375%
UST due
5/15/29
|
FIT1
|
+105 bps
|
$30
|
$1,941,877,000
|
80.91%
|
34.80%
|
$1,036.28
|
|
|
(1)
|
Per $1,000 principal
amount.
|
(2)
|
The Total
Consideration for Securities validly tendered prior to or at the
Early Tender Date (as defined below) and accepted for purchase is
calculated using the applicable Fixed Spread and is inclusive of
the Early Tender Payment.
|
The "Total Consideration" listed in the tables above for each
$1,000 principal amount of a series
of Securities was determined at 9:00
a.m., New York City time,
on June 4, 2019. Only holders of
Securities who validly tendered and did not validly withdraw their
Securities at or prior to 5:00 p.m.,
New York City time, on
June 3, 2019 (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 (as defined below) will be eligible to
receive the "Late Tender Offer Consideration", which is equal to
the Total Consideration minus the Early Tender Payment specified in
the tables above. 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. Since the tender offers are fully subscribed as
of the Early Tender Date, the Company does not expect it will
accept any Securities tendered after the Early Tender Date.
Because the aggregate principal amount of 4.875% Notes due 2044,
4.685% Notes due 2044 and 3.700% Notes due 2027 tendered and not
validly withdrawn would exceed the applicable Tender SubCap (as
increased, if applicable), the Company will not accept for purchase
all such Securities that have been tendered. Rather, the Company
will accept Securities of each applicable series for purchase on a
prorated basis. The Company will use a proration rate of
approximately 49.92% for the 4.875% Notes due 2044, approximately
21.84% for the 4.685% Notes due 2044 and approximately 34.80% for
the 3.700% Notes due 2027. Such Securities tendered by a holder
will be multiplied by the applicable proration rate and then
rounded down to the nearest $1,000
increment. The Company will accept all of the 5.000% Notes due 2040
validly tendered and not validly withdrawn as of the Early Tender
Date. The Company will not purchase any of the tendered 3.734%
Notes due 2024, 4.669% Notes due 2047 or 2.894% Notes due 2022.
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, the 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)