Debt securities

Becton, Dickinson and Company Announces Take-Over Bids for Outstanding Debt Securities

FRANKLIN LAKES, NJ, August 5, 2021 / PRNewswire / – Becton, Dickinson and Company (NYSE: BDX) (the “Society” Where “Comics“) announced today that it has launched take-over bids to purchase for cash the debt securities issued by the Company listed in the tables below (collectively, the”Securities“and each one”series“).

BD Logo (Becton, Dickinson and Company) (PRNewsfoto / BD (Becton, Dickinson and Company))

All outstanding securities listed below

The title of
Security

CUSIP number

The principal amount
Exceptional

US Treasury
Reference

Security

Bloomberg
Reference
Page

Fixed spread

Advance call for tenders
Payment (1) (2)

2.894% senior notes due 2022

075887BT5

$ 1,535,000,000

0.125% UST due 05/31/2022

Bloomberg FIT 3 Display

+20 basis points

$ 30

3.300% senior notes due 2023

075887BK4

$ 293,850,000

0.125% UST due 02/28/2023

Bloomberg FIT 4 Display

+25 basis points

$ 30

Up to each sub-ceiling of the maximum supply (do not exceed the ceiling of the aggregate maximum supply)
of the outstanding securities listed below

The title of
Security

CUSIP
Number

Main
Rising
Exceptional

Maximum
Tender
Under-Cap

Acceptance
Priority
Level

US Treasury
Reference

Security

Bloomberg
Reference
Page

Fixed
Broadcast

Early
Tender
Payment
(1) (2)

Senior 3.875% bonds maturing in 2024

075887BL2

$ 176,330,000

N / A

1

0.375% UST due 07/15/2024

Bloomberg FIT 1 Display

+25 basis points

$ 30

3.734% senior bonds maturing in 2024

075887BF5

$ 1,375,000,000

$ 300,000,000

2

0.375% UST due 07/15/2024

Bloomberg FIT 1 Display

+35 basis points

$ 30

Senior 3.363% bonds due 2024

075887BV0

$ 1,750,000,000

N / A

3

0.375% UST due 07/15/2024

Bloomberg FIT 1 Display

+20 basis points

$ 30

(1)

Per $ 1,000 of capital.

(2)

The Total Consideration for Notes validly deposited before or on the Early Offer Date (as defined below) and accepted for purchase is calculated using the applicable Fixed Spread and includes the Early Offer Payment. .

Take-over bids consist of offers under the terms and conditions set out in the take-over bid, dated 5 August, 2021 (as may be amended or supplemented from time to time, on “Bid“), including cash offers of (i) all of the Company’s 2.894% Senior Notes due 2022 and 3.300% Senior Notes due 2023 (collectively, the”All Notes“), and (ii) in the order of priority indicated in the second table above, up to the applicable Maximum Tender Sub-Cap, where applicable, of each of the 3.875% Senior Bonds maturing in 2024 , 3.734% Senior Bonds due 2024 and 3.363% Senior Bonds due 2024 (collectively, the “Notes on the maximum tender offer“), subject to an overall submission limit of $ 715,000,000 for all deposited series of Maximum Tender Offer Bonds. The Company reserves the right, but has no obligation, to increase at any time any of the sub-ceilings of the maximum supply indicated in the table above or the ceiling of the overall maximum supply, under subject to applicable law. The Company refers investors to the Tender Offer for all the terms and conditions of the takeover bids.

The public tender offers for the Notes will expire at 11:59 p.m., New York City It’s time September 1, 2021, or, in each case, any other date and time at which the Company extends the applicable tender offer (such date and time, as they may be extended with respect to a public tender offer of purchase, the “Expiration date“), except for early termination. The holders of Notes must validly bring in and not validly withdraw their Notes before or at 5:00 p.m., New York City It’s time August 18, 2021 (the date and time, as they may be extended in the context of a takeover bid, the “Anticipated tender date“), to be eligible to receive the Total Consideration (as defined below), which includes a cash amount equal to the amount shown in the tables above under the heading” Prepayment “(the”Advance payment of the call for tenders“), plus accrued interest. If a holder validly offers Notes after the applicable Early Offer Date but before or on the applicable Expiry Date, the interest.

The applicable consideration (the “Total consideration“) Offered by $ 1,000 the capital of each series of securities validly deposited and accepted for purchase in accordance with the applicable tender offer will be determined as described in the tender offer by reference to the fixed spread applicable for these securities specified in the tables above plus the applicable yield based on the bid price of the applicable US Treasury benchmark security specified in the tables above at 10:00 am, New York City It’s time August 19, 2021. The “Late consideration of the offer to purchase“is equal to the total consideration minus the prepayment.

Public offers will expire on the applicable expiration date. Unless otherwise specified below, payment for Notes which are validly deposited before or on the Expiry Date will be made on a date immediately following the Expiry Date, which is currently expected to be. September 3, 2021, the second working day after the expiration date. The Company reserves the right, at its sole discretion, to make payment for Securities which are validly deposited before or on the Early Deposit Date on an earlier settlement date, which, if any, is currently expected to be August 20, 2021, provided that the conditions necessary for the satisfaction of the applicable tender offer are met.

Holders will also receive accrued and unpaid interest on securities validly deposited and accepted for purchase from the last applicable interest payment date up to, but not including, the applicable settlement date.

Deposited securities can be withdrawn before or at, but not after, 5:00 p.m., New York City It’s time August 18, 2021.

The Company intends to repurchase all Any and All Notes which are not deposited and accepted under these take-over bids in accordance with the Any and All Notes Act. However, the Company is not obligated to repurchase Any and All Notes which are not tendered and accepted as part of these take-over bids, and there can be no assurance that it will.

The take-over bids are subject to the satisfaction or waiver of certain conditions, including a financing condition, which are specified in the Offer to purchase. Takeover bids are not subject to minimum bidding conditions.

Information relating to takeover bids

The offer to purchase is being distributed to unitholders effective today. Barclays Capital Inc. and Citigroup Global Markets Inc. are the main concessionaires managing take-over bids. BNP Paribas Securities Corp. is the co-dealer manager of takeover bids. Investors with questions regarding take-over bids may contact Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect) or Citigroup Global Markets Inc. at (800 ) 558-3745 (call for tenders – free) or (212) 723-6106 (collect). Global Bondholder Services Corporation is the tendering and information agent for take-over bids and can be contacted at (866) 924-2200 (toll free) or (212) 430-3774 (at collect).

No member of the Company or its affiliates, their respective boards of directors, dealer managers, the Submission and Information Agent or the Securities Trustee makes any recommendation as to whether the Holders are expected to deposit securities in response to any of the tender offers, and neither the Company nor any other person has authorized anyone to make such a recommendation. Holders must make their own decision as to whether to deposit one of their securities and, if applicable, the principal amount of securities to be deposited.

Full details of the take-over bids, including full instructions on how to deposit securities, are included in the tender offer. Holders are strongly encouraged to carefully read the Offer to Purchase, including the documents incorporated by reference therein, as they will contain important information. The Offer to Purchase can be downloaded from the Global Bondholder Services Corporation website at www.gbsc-usa.com/BectonDickinson or obtained from Global Bondholder Services Corporation, free of charge, by calling the toll-free number ( 866) 924-2200 (bankers and brokers can call collect at (212) 430-3774).

About BD

BD is one of the world’s largest medical technology companies, advancing the healthcare world by improving medical discovery, diagnostics and the delivery of care. The company supports the heroes on the front lines of healthcare by developing innovative technologies, services and solutions that help advance both clinical therapy for patients and the clinical process for healthcare providers. BD and its 70,000 employees have the passion and commitment to help improve the safety and efficiency of the clinician care process, enable laboratory scientists to accurately detect disease and advance patient care. capacities of researchers to develop the next generation of diagnostics and therapies. BD has a presence in virtually every country and partners with organizations around the world to solve some of the world’s toughest health problems. By working closely with its customers, BD can help improve results, reduce costs, increase efficiency, improve safety and expand access to healthcare.

Forward-looking statements

This press release contains certain estimates and other forward-looking statements (as defined by federal securities laws) regarding BD’s performance, including with respect to the completion of take-over bids and the potential redemption of Any Notes. and All. All of these statements are based on BD’s current expectations and involve a number of business risks and uncertainties. Actual results could differ materially from the anticipated results described, implied or projected in any forward-looking statement. With respect to the forward-looking statements contained in this document, a number of factors could cause actual results to vary materially. These factors include, but are not limited to: risks associated with the satisfaction of the conditions of the take-over bids, including the satisfaction of the financing condition, as well as other factors discussed in the documents filed by BD 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)


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