BD Completes Bard Acquisition, Creating New Global Health Care Leader
BD (Becton, Dickinson and Company) (NYSE: BDX), a leading global medical technology company, today announced it has completed the acquisition of C. R. Bard, Inc. (NYSE: BCR), creating a new health care industry leader with approximately $16 billion in annualized revenue.
The combined company is uniquely positioned to improve both the treatment of disease for patients and the process of care for health care providers. The transaction builds on BD's leadership in medication management and infection prevention with an expanded offering of solutions across the care continuum. Additionally, Bard's strong product portfolio and innovation pipeline will increase BD's opportunities in fast-growing clinical areas, and the combination will enhance growth opportunities for the combined company in non-U.S. markets.
“Today is a historic day for BD as we welcome Bard and its 16,000 associates to BD,” said Vincent A. Forlenza, chairman and CEO. “These companies each have a legacy of more than 100 years of advancing the world of health and supporting those on the frontlines of health care. We look forward to continuing to lead the industry through innovation and partnerships that bring more valuable solutions to our customers and their patients.”
Under the terms of the transaction, upon completion of the acquisition, Bard became a wholly owned subsidiary of BD, and each outstanding share of Bard common stock was converted to the right to receive (1) $222.93 in cash without interest and (2) 0.5077 of a share of BD common stock. As a result of the completion of the acquisition, Bard shares will cease trading and will be delisted from the New York Stock Exchange.
Excluding transaction-related expenses, BD does not expect the acquisition to have a material impact on the company's financial results in the first quarter of fiscal 2018, which ends on Dec. 31, 2017.
The company continues to expect the transaction to generate low-single digit accretion to adjusted earnings per share in fiscal year 2018, and high-single digit accretion in fiscal year 2019. The company will provide an update to its full fiscal year 2018 outlook on its first fiscal quarter earnings conference call to reflect the anticipated contribution from Bard’s operations through BD’s fiscal year, which ends Sept. 30, 2018.
Beginning with the second quarter of fiscal 2018, BD will report a new Interventional segment structure, which will include a majority of Bard offerings, with the remainder being reported under the Medical segment. For more detailed information on BD's reporting changes, please refer to the BD Reporting Changes slide presentation available on BD's website at www.bd.com/investors.
Information for Bard Shareholders
BD has appointed Computershare Trust Company N.A. as paying agent for payment of the merger consideration described above. For Bard registered shareholders who hold Bard stock certificates or a mix of Bard stock certificates and book-entry shares, information concerning the exchange of Bard shares for the per share merger consideration is being mailed to the holder of record of the certificated Bard shares. This information will outline the steps to be taken to obtain the merger consideration. These registered shareholders do not need to take any action regarding their shares until contacted by the paying agent. For Bard registered shareholders who hold Bard stock solely in book-entry format, Computershare Trust Company N.A. will debit all book-entry Bard shares in the accounts of holders of record, credit the appropriate number of book-entry BD shares to each holder, and make payment of the cash consideration (less any applicable tax withholding) by mailing a check representing such amount to each such holder. For additional information, please contact Computershare Trust Company, N.A. at (877) 498-8861 (within the United States, its territories and Canada) or +1 (781) 575-2879 (outside the United States, its territories and Canada). Bard shareholders who own shares through a bank, brokerage firm or other nominee (in “street name”), should contact their bank, broker or nominee for further information about receiving the merger consideration.