FRANKLIN LAKES, N.J.,
May 19, 2020 /PRNewswire/ -- BD
(Becton, Dickinson and Company) (NYSE:BDX) announced today that it
has commenced registered offerings of $1.5
billion of common stock, par value $1.00 per share, and $1.5
billion of depositary shares, each representing a 1/20th
interest in its mandatory convertible preferred stock, par value
$1.00 per share, Series B. Pursuant
to the offerings, BD intends to grant the underwriters an option to
purchase from BD up to an additional $225
million of common stock and up to an additional $225 million of depositary shares.
BD intends to use the proceeds from the offerings for general
corporate purposes, which may include, without limitation and in
our sole discretion, funding our growth strategy through organic
investments and acquisitions, working capital, capital
expenditures, and repayment of outstanding indebtedness.
Each depositary share entitles the holder of such depositary
share to a proportional fractional interest in the rights and
preferences of the mandatory convertible preferred stock, including
conversion, dividend, liquidation and voting rights, subject to the
terms of the deposit agreement. Unless previously converted, on or
around June 1, 2023, each then
outstanding share of mandatory convertible preferred stock will
automatically convert into a number of shares of BD's common stock
based on the applicable conversion rate, and each depositary share
will automatically convert into a number of shares of common stock
equal to a proportionate fractional interest in such shares of
common stock. The conversion rates, dividend rate and other terms
of the mandatory convertible preferred stock will be determined at
the time of pricing of the offering of the depositary shares.
Currently, no public market exists for the depositary shares. BD
intends to apply to list the depositary shares on the New York
Stock Exchange under the symbol "BDXB."
The joint book-running managers for the offerings are J.P.
Morgan, Barclays and Goldman Sachs & Co. LLC. You may
obtain a preliminary prospectus supplement for either offering by
contacting J.P. Morgan Securities LLC, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (866) 803-9204,
or by emailing prospectus-eq_fi@jpmchase.com; Barclays Capital
Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, telephone
(888) 603-5847, or by emailing Barclaysprospectus@broadridge.com;
and Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention:
Registration Department, telephone (866) 471-2526).
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.
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," "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 BD's ability to
consummate the financings on the terms described in this press
release or at all 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's business, and actual results may
differ materially. These risks and uncertainties include, but
are not limited to, (i) the impact of the COVID-19 pandemic on BD's
business; (ii) the current weakness in the global economy and
financial markets; (iii) competitive factors that could adversely
affect BD's operations; (iv) risks relating to BD's acquisition of
C. R. Bard, Inc.; (v) the adverse financial impact resulting from
unfavorable changes in foreign currency exchange rates; (vi)
regional, national and foreign economic factors, including
inflation, deflation, and fluctuations in interest rates; (vii) our
ability to achieve our projected level or mix of product sales; and
(viii) other factors discussed in BD's filings with the Securities
and Exchange Commission.
The forward-looking statements in this press release speak only
as of date of this announcement. BD undertakes 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
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SOURCE BD (Becton, Dickinson and Company)