BECTON, DICKINSON AND COMPANY

Transcription

1 OFFER TO REPURCHASE BECTON, DICKINSON AND COMPANY OFFER TO REPURCHASE FOR CASH ANY AND ALL OUTSTANDING 3.000% NOTES DUE MAY 15, 2026 (CUSIP NOS CB3 (144A); U0740R AD4 (REG. S)) THIS OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 1, 2018 UNLESS EXTENDED OR EARLIER TERMINATED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED OR EARLIER TERMINATED, REFERRED HEREIN TO AS THE EXPIRATION DATE ). HOLDERS OF THE NOTES MUST TENDER THEIR NOTES IN THE MANNER DESCRIBED BELOW ON OR PRIOR TO THE EXPIRATION DATE TO RECEIVE THE REPURCHASE PRICE (AS DEFINED BELOW). NOTES TENDERED IN THIS OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. IF THE NOTES ARE ACCEPTED FOR PAYMENT PURSUANT TO THIS OFFER, ONLY HOLDERS OF NOTES WHO HAVE VALIDLY TENDERED AND NOT VALIDLY WITHDRAWN THEIR NOTES WILL RECEIVE THE REPURCHASE PRICE. NOTICE IS HEREBY GIVEN, pursuant to the terms and conditions of the Indenture, dated as of March 1, 1997 (the Indenture ), between Becton, Dickinson and Company, a New Jersey corporation (the Company ), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as trustee (the Trustee ), and the 3.000% Notes due May 15, 2026 issued pursuant to the Indenture (the Notes ), that the Company is offering (the Offer ) to repurchase the Notes for a price in cash (the Repurchase Price ) equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to but excluding the Payment Date (as defined herein), subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. The Company shall pay the Repurchase Price to holders of Notes who have validly tendered and not validly withdrawn their Notes and whose Notes are accepted for purchase promptly after the Expiration Date (such date of repurchase, the Payment Date ). The Payment Date is expected to occur on March 6, 2018, the third business day after the Expiration Date. The terms of the Indenture and the Notes require the Company, within 10 days following the consummation of the Company s acquisition (the Acquisition Closing ) of C. R. Bard, Inc., a New Jersey Corporation ( Bard ), to offer to purchase all or any portion of each holder s Notes (equal to $1,000 or an integral multiple of $1,000 in excess thereof). The Acquisition was consummated on December 29, The Trustee has informed the Company that, as of the date of this Offer to Repurchase (as it may be amended or supplemented from time to time, the Offer to Repurchase ), all custodians and beneficial holders of the Notes hold the Notes through accounts established with the Depository Trust Company (referred to as DTC ) and that there are no certificated Notes in non-global form. Accordingly, all Notes outstanding as of the date of this Offer to Repurchase that are tendered hereunder must be delivered through the transmittal procedures of DTC. Holders may surrender Notes for repurchase until the Expiration Date. The Company will deposit with The Bank of New York Mellon, as paying agent (the Paying Agent ), on or prior to 12:00 p.m., New York City time, on the business day immediately preceding the Payment Date, an amount of money sufficient to repurchase all of the Notes or portions of the Notes properly tendered in this Offer. The Tender and Information Agent for this Offer is Global Bondholder Services Corporation (the Tender and Information Agent ). By Regular, Registered or Certified Mail, By Overnight Courier or By Hand By Facsimile (For Eligible Institutions only) (212) Attention: Corporate Actions 65 Broadway, Suite 404 New York, New York Attention: Corporate Actions Banks and Brokers Call: (212) All Others Call Toll Free: (866) Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory authority has approved or disapproved of this Offer or determined if this Offer to Repurchase is truthful or complete. Any representation to the contrary is a criminal offense. The date of this Offer to Repurchase is January 8, 2018

2 TABLE OF CONTENTS Page SUMMARY TERM SHEET... 1 WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE... 5 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION... 6 Section 1. Introduction Section 2. Terms of this Offer Section 3. Purpose of this Offer Section 4. Certain Information Concerning this Offeror Section 5. Price Range of Notes Section 6. Registration Rights With Respect to the Notes Section 7. Acceptance of Notes for Payment Section 8. Expiration, Extension, Amendment, Withdrawal or Termination of this Offer Section 9. Procedures for Tendering Notes Section 10. Withdrawal of Tenders Section 11. Source and Amount of Funds Section 12. Conditions of this Offer Section 13. Certain U.S. Federal Income Tax Considerations Section 14. Fees and Expenses; Solicitations No person has been authorized to give any information or to make any representations other than those contained in this Offer to Repurchase and, if given or made, such information or representations must not be relied upon as having been authorized. None of the Company or its affiliates, their respective boards of directors, the Tender and Information Agent, the Trustee or the Paying Agent is making any recommendation as to whether holders should tender any Notes in response to this Offer, 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 Notes, and, if so, the principal amount of such Notes to tender. This document and related documents do not constitute offers to buy or the solicitation of offers to sell Notes in any jurisdiction or in any circumstances in which such offers or solicitations are unlawful. The delivery of this Offer to Repurchase shall not, under any circumstances, create any implication that the information contained or incorporated by reference herein is current as of any time subsequent to the date of this Offer to Repurchase, or the date of any documents incorporated by reference, as applicable. i

3 TO HOLDERS OF 3.000% NOTES DUE MAY 15, 2026 (CUSIP NOS CB3 (144A); U0740R AD4 (REG. S)) OF BECTON, DICKINSON AND COMPANY SUMMARY TERM SHEET The following are answers to some of the questions that you, as a holder of the Notes, may have. The Company urges you to read the remainder of this Offer to Repurchase carefully because the information in this summary term sheet is not complete. Additional important information is contained in the remainder of this Offer to Repurchase. Who is offering to buy my Notes? The Company, Becton, Dickinson and Company, is offering to repurchase any and all of your Notes, at your option, on the terms and conditions set forth in this Offer to Repurchase. The address and telephone number of the Company s principal executive offices are 1 Becton Drive, Franklin Lakes, New Jersey , (201) See Section 4. Certain Information Concerning this Offeror. As used in this Offer to Repurchase, unless otherwise specified or unless the context indicates otherwise, the terms Company, Becton, Dickinson, BD, we, us, and our refer to Becton, Dickinson and Company and its consolidated subsidiaries. What notes is the Company seeking to repurchase in this Offer? The Company is offering to repurchase any and all of its outstanding 3.000% Notes Due May 15, 2026 (CUSIP Nos CB3 (144A); U0740R AD4 (REG. S)). As of January 8, 2018, there was $469,912,000 aggregate principal amount of the Notes outstanding. The Company issued the Notes under the Indenture, dated as of March 1, 1997, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as trustee. See Section 1. Introduction. Why is the Company offering to repurchase my Notes? The Company is offering to repurchase the Notes to satisfy its contractual obligation to do so under the terms of the Notes and in accordance with Section 2.10 of the Indenture. The terms of the Notes require the Company to offer to repurchase your Notes following the consummation of the Company s acquisition of C. R. Bard, Inc., which occurred on December 29, For more information about the Company, see Section 1. Introduction. How much is the Company offering to pay and what is the form of payment? Pursuant to the Indenture and the terms of the Notes, the Company is offering to repurchase your Notes at a price in cash equal to 101% of the principal amount of the Notes surrendered, plus accrued and unpaid interest, if any, to, but excluding, the Payment Date. The Company estimates that on the Payment Date (assuming a Payment Date of March 6, 2018), the Repurchase Price, including all accrued and unpaid interest to, but excluding, such Payment Date will be approximately $1, per $1,000 principal amount of the Notes. You may be required to pay commissions to your broker in connection with your tender of Notes. See Section 2. Terms of this Offer. 1

4 Does the Company have the financial resources to make payment? Yes. This Offer is not conditioned on any financing arrangement or subject to any financing condition. See Section 11. Source and Amount of Funds. What is the market value of the Notes? The Notes are not listed on any national or regional securities exchange. Accordingly, there is no practical way to determine the full trading history of the Notes. See Section 5. Price Range of Notes. How long do I have to tender in this Offer? You have until 5:00 p.m., New York City time, on March 1, 2018, the Expiration Date, unless we extend or earlier terminate this Offer, to tender your Notes in this Offer. The Company expressly reserves the right, in its sole discretion, to modify the Expiration Date and thereby reduce the offering period of this Offer, subject to the terms of the Notes and applicable law, including Regulation 14E under the Securities Exchange Act of 1934 (the Exchange Act ). See Section 2. Terms of this Offer and Section 8. Expiration, Extension, Amendment, Withdrawal or Termination of this Offer. Are there any conditions to this Offer? The Company is offering to repurchase all outstanding Notes. This Offer is not conditioned upon the tender of a minimum amount of Notes or subject to any financing condition. The only conditions to this Offer are (i) the timely and proper delivery and tender of your Notes in accordance with the terms of this Offer and (ii) that this Offer must comply with applicable law. See Section 12. Conditions of this Offer. How do I tender my Notes? To tender your Notes for repurchase pursuant to this Offer, you must transfer your Notes to the Trustee by book-entry transfer pursuant to the applicable procedures of DTC on or after the date of this Offer to Repurchase, but no later than 5:00 p.m., New York City time, on the Expiration Date. All of the Notes are held in book-entry form through the facilities of DTC. If a holder desires to tender Notes, the holder must transfer such Notes through DTC s Automated Tender Offer Program ( ATOP ), subject to the terms and procedures of that system, on or before the Expiration Date. Holders whose Notes are held by a broker, dealer, commercial bank, trust company or other nominee must contact the nominee and instruct the nominee to tender the Notes on the holder s behalf through the transmittal procedures of DTC on or before the Expiration Date. By tendering your Notes through the transmittal procedures of DTC, you agree to be bound by the terms of this Offer. See Section 9. Procedures for Tendering Notes for further information regarding tendering Notes through the transmittal procedures of DTC. Can this Offer be extended, and under what circumstances? Yes. The Company has the right to extend this Offer at any time by giving written notice to the Tender and Information Agent. The Company will publicly announce any extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration of this Offer. Without limiting the manner in which the Company may choose to make any public announcement, the Company shall be under no obligation to publish, advertise or otherwise communicate any public 2

5 announcement other than by issuing a press release. See Section 8. Expiration, Extension, Amendment, Withdrawal or Termination of this Offer. Until what time can I withdraw previously tendered Notes? You can withdraw previously tendered Notes at any time prior to 5:00 p.m., New York City time, on March 1, 2018, the Expiration Date, unless we extend or amend this Offer, in which case you may withdraw your Notes at any time prior to the new Expiration Date. See Section 10. Withdrawal of Tenders. How do I withdraw previously tendered Notes? To withdraw all or a portion of Notes validly tendered in this Offer, you (or your broker, dealer, commercial bank, trust company or other nominee) must comply with the withdrawal procedures of DTC in sufficient time to allow DTC to withdraw your Notes prior to the Expiration Date. You may not rescind a withdrawal of tendered Notes. However, you may retender your Notes by following the proper tender procedures. See Section 9. Procedures for Tendering Notes and Section 10. Withdrawal of Tenders. If I tender, when will I receive payment for the Notes? The Company will accept for payment all Notes that have been validly tendered and not validly withdrawn subject to the conditions of this Offer (including the terms and conditions of any extension or amendment hereto). The Company will deposit with the Paying Agent, prior to 12:00 p.m., New York City time, on the business day immediately preceding the Payment Date, an amount of cash sufficient to pay the Repurchase Price for the tendered Notes. The Paying Agent will promptly deliver the cash to DTC, as the sole record holder of the Notes. DTC will thereafter distribute the cash to its participants in accordance with its procedures. The Payment Date is expected to occur on March 6, 2018, the third business day after the Expiration Date. See Section 2. Terms of this Offer. If my Notes are repurchased in this Offer, when will interest cease to accrue on them? Unless the Company defaults in making payment of the Repurchase Price, interest on any Notes tendered in this Offer shall cease to accrue on and after the Payment Date. The Payment Date is expected to be March 6, 2018, unless extended. What will happen to Notes not tendered in this Offer? Any Notes that remain outstanding after consummation of this Offer will continue to be the Company s obligation and will remain subject to the terms of the Indenture governing the Notes, including the accrual of interest. The Company has entered into a registration rights agreement (the Registration Rights Agreement ) pursuant to which we have agreed to file an exchange offer registration statement with the United States Securities and Exchange Commission ( SEC ) to allow holders of the Notes to exchange their Notes (the Exchange Offer ) for the same principal amount of a new issue of notes, which we refer to as the exchange notes, with substantially identical terms, except that the exchange notes will generally be freely transferable under the Securities Act of 1933, as amended (the Securities Act ). In addition, we have agreed to file, under certain circumstances, a shelf registration statement to cover resales of the Notes. If we fail to satisfy these obligations, we will be required to pay additional interest on the Notes as described in the Registration Rights Agreement. 3

6 The right to participate in this Offer is a separate right from the right to exchange the Notes pursuant to the Exchange Offer. If you do not tender your Notes in this Offer, your registration rights will not be affected. To the extent that Notes are repurchased pursuant to this Offer, any market for the Notes that remains outstanding may be more limited than the market that may have existed if all Notes remained outstanding. As a result, the market price for the remaining Notes may decrease or become more volatile. Do I have to pay a commission if I tender my Notes? You will not be required to pay any commission to the Company, DTC, the Trustee or the Tender and Information Agent in connection with tendering your Notes; you may be required to pay commissions to your broker in connection with your tender of Notes. See Section 2. Terms of this Offer. What are the U.S. federal income tax consequences to me if I tender? The sale of Notes pursuant to this Offer will be a taxable event for U.S. federal income tax purposes. See Section 13. Certain U.S. Federal Income Tax Considerations. Who is the Paying Agent? The Bank of New York Mellon Trust Company, N.A., the trustee under the Indenture, is also serving as Paying Agent in connection with this Offer, and is located at The Bank of New York Mellon Trust Company, N.A., 2 North LaSalle Street, 7th Floor, Chicago, Illinois Who is the Tender and Information Agent? Global Bondholder Services Corporation is serving as Tender and Information Agent in connection with the transactions contemplated by this Offer. Who can I talk to if I have questions about this Offer? You may contact the Tender and Information Agent at the address and telephone and facsimile numbers set forth on the cover of this Offer to Repurchase if you have any questions about how to tender your Notes or to request assistance with tendering your Notes. Are you making any recommendation about this Offer? No. Neither the Company, the Tender and Information Agent, the Trustee, the Paying Agent, nor any of their respective officers, directors or affiliates make any recommendation as to whether holders should tender their Notes pursuant to this Offer. Holders should determine whether or not to accept this Offer based upon their own assessment of current market value, liquidity needs and investment objectives. See Section 2. Terms of this Offer. 4

7 WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document that we file at the Public Reference Room of the SEC at 100 F Street N.E., Room 1580, Washington, D.C You may obtain information on the operation of the Public Reference Room by calling the SEC at SEC In addition, the SEC maintains an Internet site at from which interested persons can electronically access our SEC filings and the exhibits and schedules thereto. We are incorporating by reference into this Offer to Repurchase certain information we file with the SEC. The information incorporated by reference is an important part of this Offer to Repurchase, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than, in each case, documents or information deemed to have been furnished but not filed in accordance with SEC rules), on or after the date of this Offer to Repurchase until the termination of this Offer: our Annual Report on Form 10-K for the fiscal year ended September 30, 2017; the portions of our Proxy Statement on Schedule 14A for our 2018 annual meeting of stockholders filed with the SEC on December 14, 2017 that are incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended September 30, 2017; and our Current Reports on Form 8-K filed with the SEC on December 29, You may request a copy of our filings, at no cost, by writing or telephoning the Office of the Corporate Secretary of Becton, Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey , telephone (201) or by going to our Internet website at Our Internet website address is provided as an inactive textual reference only. The information provided on our Internet website is not part of this Offer to Repurchase and, therefore, is not incorporated herein by reference. 5

8 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This Offer to Repurchase and the documents incorporated by reference herein may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of Forward-looking statements may be identified by the use of words such as plan, expect, believe, intend, will, may, anticipate, estimate, pro forma and other words of similar meaning in conjunction with, among other things, discussions of future operations and financial performance (including volume growth, sales and earnings per share growth, and cash flows) and statements regarding our strategy for growth, future product development, regulatory approvals, competitive position and expenditures. All statements that address our future operating performance or events or developments that we expect or anticipate will occur in the future are forward-looking statements. Forward-looking statements are, and will be, based on management s then-current views and assumptions regarding future events, developments and operating performance and speak only as of their dates. You should realize that if underlying assumptions prove inaccurate, or risks or uncertainties materialize, actual results could vary materially from our expectations and projections. You are therefore cautioned not to place undue reliance on any forward-looking statements. Furthermore, we undertake no obligation to update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events and developments or otherwise, except as required by applicable law or regulations. The following are some important factors that could cause our actual results of our company to differ from our expectations in any forward-looking statements. For further discussion of certain of these factors, see Risk Factors in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in our future filings with the SEC. See Where You Can Find More Information and Incorporation by Reference. Risks relating to our acquisition of Bard (the Bard Acquisition ), including our ability to successfully combine and integrate the Bard operations in order to fully obtain the anticipated benefits and costs savings and margin improvements from the transaction, our ability to migrate Bard s operations from Bard owned and operated systems and processes to our owned and operated systems and processes successfully, failure to complete the proposed sale of the assets that are required to be divested in connection with the Bard Acquisition to Merit Medical Systems, Inc. due to the failure to satisfy the remaining conditions to the completion of the divestiture, including receipt of remaining required regulatory approvals, and increased expenses incurred due to activities related to the Bard Acquisition; The outcome of any legal proceedings related to the Bard Acquisition; Our ability to consummate this Offer; The significant additional indebtedness incurred in connection with the financing of the Bard Acquisition and the impact this increased indebtedness may have on our ability to operate the combined company; Weakness in the global economy and financial markets, which could increase the cost of operating our business, weaken demand for our products and services, negatively impact the prices we can charge for our products and services, or impair our ability to produce our products; Competitive factors that could adversely affect our operations, including new product introductions (for example, new forms of drug delivery) by our current or future competitors, 6

9 increased pricing pressure due to the impact of low-cost manufacturers, patents attained by competitors (particularly as patents on our products expire), and new entrants into our markets; The adverse financial impact resulting from unfavorable changes in foreign currency exchange rates; Regional, national and foreign economic factors, including inflation, deflation, and fluctuations in interest rates, and their potential effect on our operating performance; Our ability to achieve our projected level or mix of product sales, as our earnings forecasts are based on projected sales volumes and pricing of many product types, some of which are more profitable than others; Changes in reimbursement practices of third-party payers or adverse decisions relating to our products by such payers, which could reduce demand for our products or the price we can charge for such products; The impact of the medical device excise tax under the Patient Protection and Affordable Care Act. The tax had been suspended through December 31, 2017, but the suspension was not extended by Congress. It is uncertain whether the tax will be suspended again; Future healthcare reform in the countries in which we do business that may involve changes in government pricing and reimbursement policies or other cost containment reforms; Changes in domestic and foreign healthcare industry practices that result in a reduction in procedures using our products or increased pricing pressures, including the continued consolidation among healthcare providers and trends toward managed care and healthcare cost containment; The impact of changes in U.S. federal laws and policy that could affect fiscal and tax policies, healthcare, and international trade agreements. Fluctuations in the cost and availability of oil-based resins and other raw materials, as well as certain components used in our products, the ability to maintain favorable supplier arrangements and relationships (particularly with respect to sole-source suppliers), and the potential adverse effects of any disruption in the availability of such items; Security breaches of our information technology systems or our products, which could impair our ability to conduct business, result in the loss of our trade secrets or otherwise compromise sensitive information of our customers, suppliers and other business partners, or of customers patients, or result in product efficacy or safety concerns for certain of our products; Difficulties inherent in product development, including the potential inability to successfully continue technological innovation, successfully complete clinical trials, obtain regulatory approvals in the United States and abroad, obtain intellectual property protection for our products, obtain coverage and adequate reimbursement for new products, or gain and maintain market approval of products, as well as the possibility of infringement claims by competitors with respect to patents or other intellectual property rights, all of which can preclude or delay commercialization of a product. Delays in obtaining necessary approvals or clearances from the U.S. Food and Drug Administration ( FDA ) or other regulatory agencies or changes in the regulatory process may also delay product launches and increase development costs; 7

10 The impact of business combinations, including any volatility in earnings relating to acquisitionrelated costs, and our ability to successfully integrate any business we may acquire; Our ability to penetrate or expand operations in emerging markets, which depends on local economic and political conditions, and how well we are able to acquire or form strategic business alliances with local companies and make necessary infrastructure enhancements to production facilities and distribution networks. Our international operations also increase our compliance risks, including risks under the Foreign Corrupt Practices Act and other anti-corruption laws; Political conditions in international markets, including civil unrest, terrorist activity, governmental changes, trade barriers, restrictions on the ability to transfer capital across borders and governmental expropriation of assets. This includes the possible impact of the June 2016 advisory referendum by British voters to exit the European Union, which has created uncertainties affecting business operations in the United Kingdom and the EU; Deficit reduction efforts or other actions that reduce the availability of government funding for healthcare and research, which could weaken demand for our products and result in additional pricing pressures, as well as create potential collection risks associated with such sales; Fluctuations in university or U.S. and international governmental funding and policies for life sciences research; Fluctuations in the demand for products we sell to pharmaceutical companies that are used to manufacture, or are sold with, the products of such companies, as a result of funding constraints, consolidation or otherwise; The effects of events that adversely impact our ability to manufacture products (particularly where production of a product line is concentrated in one or more plants) or our ability to source materials or components from suppliers (including sole-source suppliers) that are needed for such manufacturing. In particular, damage to our manufacturing facilities in Puerto Rico resulting from Hurricane Maria in September 2017 could adversely impact our revenue and earnings results for fiscal year 2018; Pending and potential future litigation or other proceedings adverse to us, including antitrust, product liability, environmental and patent infringement, and the availability or collectability of insurance relating to any such claims; New or changing laws and regulations affecting our domestic and foreign operations, or changes in enforcement practices, including laws relating to trade, monetary and fiscal policies, taxation (including tax reforms that could adversely impact multinational corporations), sales practices, environmental protection, price controls, and licensing and regulatory requirements for new products and products in the postmarketing phase. In particular, the U.S. and other countries may impose new requirements regarding registration, labeling or prohibited materials that may require us to re-register products already on the market or otherwise impact our ability to market our products. Environmental laws, particularly with respect to the emission of greenhouse gases, are also becoming more stringent throughout the world, which may increase our costs of operations or necessitate changes in our manufacturing plants or processes or those of our suppliers, or result in liability to us; Product efficacy or safety concerns regarding our products resulting in product recalls, regulatory action on the part of the U.S. Food and Drug Administration ( FDA ) or foreign counterparts, 8

11 declining sales and product liability claims, and damage to our reputation. As a result of our acquisition of CareFusion Corporation ( CareFusion ) in which we acquired a 100% interest in CareFusion (the CareFusion Acquisition ), we are operating under a consent decree with the FDA relating to our U.S. infusion pump business. The consent decree authorizes the FDA, in the event of any violations in the future, to order us to cease manufacturing and distributing products, recall products or take other actions, and we may be required to pay significant monetary damages if we fail to comply with any provision of the consent decree; Risks relating to the CareFusion Acquisition, including our ability to continue to successfully combine and integrate the CareFusion operations in order to fully obtain the anticipated benefits and costs savings from the transaction; The effect of adverse media exposure or other publicity regarding our business or operations, including the effect on our reputation or demand for our products; The effect of market fluctuations on the value of assets in our pension plans and on actuarial interest rate and asset return assumptions, which could require us to make additional contributions to the plans or increase our pension plan expense; Our ability to obtain the anticipated benefits of restructuring programs, if any, that we may undertake; and Issuance of new or revised accounting standards by the Financial Accounting Standards Board or the SEC. The foregoing list sets forth many, but not all, of the factors that could impact our ability to achieve results described in any forward-looking statements. Investors should understand that it is not possible to predict or identify all such factors and should not consider this list to be a complete statement of all potential risks and uncertainties. 9

12 Section 1. Introduction The Company is offering, upon the terms and subject to the conditions of this Offer, to repurchase any or all outstanding Notes at a price in cash equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the Payment Date (assuming a Payment Date of March 6, 2018), unless amended or extended. This Offer to Repurchase is being sent to you pursuant to the terms of the Notes, which provide that following a repurchase event, as defined in the Notes, the Company will be required, within 10 days following the occurrence of such repurchase event, to commence an offer to purchase all or any portion of each holder s Notes (equal to $1,000 or an integral multiple of $1,000 in excess thereof) at the Repurchase Price. The consummation of the Company s acquisition of Bard, on December 29, 2017, constituted a repurchase event under the Notes. This Offer will expire at the Expiration Date, which is 5:00 p.m., New York City time, on March 1, 2018, unless extended, amended or earlier terminated. If Notes are accepted for payment pursuant to this Offer, only holders of Notes who validly tender and do not withdraw their Notes pursuant to this Offer on or prior to the Expiration Date will receive the Repurchase Price. Notes tendered in this Offer may be withdrawn at any time prior to the Expiration Date. In the event that the Company withdraws or terminates this Offer because any or all of the conditions to this Offer described in Section 12. Conditions of this Offer have not been satisfied, the Repurchase Price will not be paid or become payable to holders of the Notes who have tendered their Notes. In such event, the Tender and Information Agent will return tendered Notes to the tendering holders promptly following the termination or withdrawal of this Offer. Subject to applicable securities laws and the terms set forth in the Indenture, the Notes and this Offer, the Company reserves the right to extend or otherwise to amend this Offer in any respect. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension of this Offer to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which any public announcement may be made, the Company shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release. See Section 8. Expiration, Extension, Amendment, Withdrawal or Termination of this Offer. THIS OFFER TO REPURCHASE CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD READ BEFORE MAKING A DECISION WITH RESPECT TO THIS OFFER. NEITHER THE COMPANY, THE TENDER AND INFORMATION AGENT, THE TRUSTEE, THE PAYING AGENT, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS OR AFFILIATES MAKE ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER THEIR NOTES PURSUANT TO THIS OFFER. Section 2. Terms of this Offer Upon the terms and subject to the conditions of this Offer, the Company is offering to repurchase for cash any and all outstanding Notes at a price in cash equal to 101% of the principal amount of Notes, plus accrued and unpaid interest, if any, to but excluding the Payment Date, which is expected to be March 6, 2018, unless extended. The Company estimates that on the currently scheduled Payment Date, the Repurchase Price, which includes all accrued and unpaid interest to, but excluding, the Payment Date 10

13 will be approximately $1, per $1,000 principal amount of the Notes. You will not be required to pay any commission in connection with this Offer, except for commissions you may need to pay your broker in connection with your tender of Notes. You may tender, and the Company will only accept, Notes tendered in denominations of $1,000 principal amount and integral multiples thereof. The Company will accept for payment, upon the terms and subject to the conditions of this Offer, all Notes validly tendered in accordance with the procedures set forth in Section 9. Procedures for Tendering Notes and not validly withdrawn in accordance with the procedures set forth in Section 10. Withdrawal of Tenders on or prior to the Expiration Date, unless amended or extended. Each tendering holder of Notes whose Notes are accepted for payment pursuant to this Offer will receive the same consideration therefor, per $1,000 principal amount thereof, as all other holders of Notes whose tenders are accepted. Section 3. Purpose of this Offer The terms of the Notes require the Company to offer to repurchase your Notes following a repurchase event with respect to the Company. The consummation of the Company s acquisition of Bard, on December 29, 2017, constituted a repurchase event under the Notes. Section 4. Certain Information Concerning this Offeror We are a global medical technology company engaged in the development, manufacture and sale of a broad range of medical supplies, devices, laboratory equipment and diagnostic products used by healthcare institutions, life science researchers, clinical laboratories, the pharmaceutical industry and the general public. We provide customer solutions that are focused on improving medication management and patient safety; supporting infection prevention practices; equipping surgical and interventional procedures; improving drug delivery; aiding anesthesiology care; enhancing the diagnosis of infectious diseases and cancers; advancing cellular research and applications; and supporting the management of diabetes. As of December 31, 2017, we had 65,000 employees across 50 countries who work in close collaboration with customers and partners to help enhance outcomes, lower health care delivery costs, increase efficiencies, improve health care safety and expand access to health. We were incorporated under the laws of the State of New Jersey in November 1906, as successor to a New York business started in Our executive offices are located at 1 Becton Drive, Franklin Lakes, New Jersey , and our telephone number is (201) Our Internet website is The information provided on our Internet website is not a part of this Offer to Repurchase and, therefore, is not incorporated herein by reference. Section 5. Price Range of Notes The Notes are not listed on any national or regional securities exchange. Accordingly, there is no practical way to determine the full trading history of the Notes. Quotations for securities that are not widely traded, such as the Notes, may differ from actual trading prices and should be viewed as approximations. To the extent such information is available, holders are urged to contact their brokers with respect to current information regarding the market price of the Notes. A debt security with a small outstanding principal amount available for trading (a small float ) may command a lower price and trade with greater volatility than would a comparable debt security with a greater float. The Company s repurchase of Notes pursuant to this Offer will reduce the float and may negatively impact the liquidity, market price and price volatility of the Notes that remain outstanding following this Offer. The Company cannot assure you that a trading market will exist for the Notes 11

14 following this Offer. The extent of the market for the Notes following consummation of this Offer will depend upon, among other things, the remaining outstanding principal amount of the Notes at such time, the number of holders of Notes remaining at such time and the interest in maintaining a market in such Notes on the part of securities firms. THE COMPANY URGES YOU TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE NOTES PRIOR TO MAKING ANY DECISION WITH RESPECT TO THIS OFFER. Section 6. Registration Rights With Respect to the Notes Pursuant to the Registration Rights Agreement, the Company has agreed to commence the Exchange Offer to allow holders of the Notes to exchange their Notes for the same principal amount of exchange notes with substantially identical terms, except that the exchange notes will generally be freely transferable under the Securities Act. In addition, the Company has agreed to file, under certain circumstances, a shelf registration statement to cover resales of the Notes. If the Company fails to satisfy these obligations, it will be required to pay additional interest on the Notes as described in the Registration Rights Agreement. The right to participate in this Offer is a separate right from the right to exchange the Notes pursuant to the Exchange Offer. If you do not tender your Notes in this Offer, your registration rights will not be affected. For more information regarding the registration rights with respect to the Notes, or any of the other terms and conditions of the Notes, please refer to the Indenture and the Notes. Section 7. Acceptance of Notes for Payment Upon the terms and subject to the conditions of this Offer, the Indenture, the Notes and applicable law, on the Expiration Date, the Company will accept for payment all Notes validly tendered and not validly withdrawn prior to such date. For purposes of this Offer, the Company will be deemed to have accepted for payment validly tendered Notes (or defectively tendered Notes with respect to which the Company has waived such defect) if, as and when the Company gives oral or written notice thereof to the Tender and Information Agent. On the Payment Date, the Company will pay the Repurchase Price for all Notes validly tendered and not validly withdrawn under this Offer. The Payment Date is expected to occur on March 6, 2018, the third business day after the Expiration Date. The Tender and Information Agent will act as agent for tendering holders for the purpose of receiving payment from the Company and transmitting such payment to tendering holders. Unless the Company defaults in making payment of the Repurchase Price, interest on the repurchased Notes will cease to accrue on and after the Payment Date. Under no circumstances will there be any further accrual of interest because of any delay in the transmission of funds to the holders of repurchased Notes or otherwise. The Company expressly reserves the right, in its sole discretion, to delay acceptance for payment of Notes tendered under this Offer or the payment for Notes accepted for payment. The Company also expressly reserves the right, in its sole discretion, to withdraw or terminate this Offer if any or all of the conditions specified in the section captioned Section 12. Conditions of this Offer have not been satisfied. The Company will only accept tenders of Notes pursuant to this Offer in principal amounts equal to $1,000 or integral multiples thereof. If the Company does not accept tendered Notes for payment for any reason pursuant to the terms and conditions of this Offer, such Notes will be credited to an account maintained at the book-entry transfer facility designated by the participant therein who so delivered such Notes, promptly following the earliest to occur of the Expiration Date and the termination of this Offer. 12

15 The Company reserves the right to transfer or assign, in whole at any time or in part from time to time, to one or more of its affiliates, the right to repurchase Notes tendered pursuant to this Offer, however any such transfer or assignment will not relieve the Company of its obligations under this Offer or prejudice the rights of tendering holders to receive payments for Notes validly tendered and accepted for payment pursuant to this Offer. Section 8. Expiration, Extension, Amendment, Withdrawal or Termination of this Offer This Offer will expire on the Expiration Date, which is 5:00 p.m., New York City time, on March 1, 2018, unless amended, extended or earlier terminated. The Company expressly reserves the right, in its sole discretion, to modify the Expiration Date and thereby reduce the offering period of this Offer, subject to the terms of the Notes and applicable law, including Regulation 14E under the Exchange Act. The Company expressly reserves the right, at any time or from time to time, subject to applicable law and the provisions of the Indenture and the Notes, to (i) extend the period of time during which this Offer is open and thereby delay acceptance for payment of, and the payment for, the Notes, by giving oral or written notice of such extension to the Tender and Information Agent, (ii) amend this Offer in any respect by giving oral or written notice of such amendment to the Tender and Information Agent and (iii) withdraw or terminate this Offer in the Company s sole discretion if any or all of the conditions specified in the section captioned Section 12. Conditions of this Offer have not been satisfied. The Company will follow any extension, amendment or termination as promptly as practicable by public announcement thereof, such announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which the Company may choose to make any public announcement, the Company shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release. If the Company extends this Offer, or if, for any reason, the acceptance for payment of, or the payment for, Notes is delayed or if the Company is unable to accept for payment or pay for Notes pursuant to this Offer, then, without prejudice to the Company s rights under this Offer, the Tender and Information Agent may retain tendered Notes on the Company s behalf, and such Notes may not be withdrawn except to the extent tendering holders are entitled to withdrawal rights as described in Section 10. Withdrawal of Tenders. Any Notes received by the Tender and Information Agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the Tender and Information Agent to the tendering holders promptly following the earlier to occur of the Expiration Date and the termination of this Offer. Section 9. Procedures for Tendering Notes You will not be entitled to receive the Repurchase Price for your Notes unless you validly tender and do not withdraw your Notes on or prior to the Expiration Date. Only registered holders are authorized to tender their Notes for repurchase. You may tender some or all of your Notes; however, any Notes tendered must be in $1,000 principal amount or an integral multiple thereof. Method of Tendering Notes. The Trustee has informed the Company that, as of the date of this Offer to Repurchase, all custodians and beneficial holders of the Notes hold the Notes through DTC accounts and that there are no certificated Notes in non-global form. Accordingly, all such Notes tendered for repurchase hereunder must be delivered through DTC s ATOP. Delivery of Notes and all other 13

16 required documents, including delivery and acceptance through ATOP, is at the election and risk of the person tendering Notes. No documents should be sent to the Company or the Trustee. Any certificated Notes in non-global form that are issued between the date of this Offer to Repurchase and the Expiration Date may be tendered by delivery of a written notice substantially in the form included on the reverse side of the Notes entitled Option of Holder to Elect Purchase and may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form to the Tender and Information Agent prior to the Expiration Date. Such written notice shall state (i) the certificate number or numbers of the Notes which the holder shall deliver to be repurchased, (ii) the portion of the principal amount of the Note which the holder shall deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Note shall be repurchased by the Company pursuant to the terms and conditions of the Repurchase Offer specified in the Notes. There is no letter of transmittal for this Offer. In addition, the Company has not provided any guaranteed delivery provisions in connection with this Offer. Notes being tendered must be delivered in accordance with DTC s ATOP procedures as described in this Offer to Repurchase. Agreement to be Bound by the Terms of this Offer. By tendering your Notes, you acknowledge and agree as follows: you agree to all of the terms of this Offer; you have received this Offer to Repurchase and acknowledge that it provides the notice required by the Indenture and the terms of the Notes; upon the terms and subject to the conditions of this Offer, and effective upon the acceptance for payment thereof, you: irrevocably surrender, sell, assign and transfer to the Company, all right, title and interest in and to all the Notes tendered and so accepted for payment; waive any and all rights with respect to the Notes (including, without limitation, any existing or past defaults and their consequences in respect of the Notes and the Indenture); release and discharge the Company and its directors, officers, employees and affiliates from any and all claims you may have now, or may have in the future arising out of, or related to, the Notes, including, without limitation, any claims that you are entitled to receive additional principal or interest payments with respect to the Notes or to participate in any conversion, redemption or defeasance of the Notes; and irrevocably constitute and appoint the Tender and Information Agent as your true and lawful agent and attorney-in-fact with respect to any such tendered Notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to: (a) transfer ownership of such Notes, on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to the Company; (b) present such Notes for transfer on the relevant security register; and (c) receive all benefits or otherwise exercise all rights of beneficial ownership of such Notes, 14