BD Announces Extension of Exchange Offers and Consent Solicitations for C. R. Bard, Inc. Notes
Summary
BD expressly reserves the right, in its sole discretion, to modify the New Expiration Date and thereby reduce the offering period of the Exchange Offers and Consent Solicitations in the event that all requisite conditions for the consummation of the Bard Acquisition are satisfied and the closing of the Bard Acquisition would occur before December 21, 2017.Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to eligible holders of Bard Notes who complete and return an eligibility form certifying that they are either a "qualified institutional buyer" under Rule 144A or not a "U.S. person" and outside the United States under Regulation S for purposes of applicable securities laws.These statements are subject to a number of risks and uncertainties regarding BD and Bards respective businesses and the proposed acquisition, and actual results may differ materially.These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed acquisition on anticipated terms and timing, including obtaining required regulatory approvals and restrictions on the business of the combined company as conditions to obtaining such required regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the new combined companys operations and other conditions to the completion of the acquisition, (ii) risks relating to the integration of Bards operations, products and employees into BD and the possibility that the anticipated synergies and other benefits of the proposed acquisition will not be realized or will not be realized within the expected timeframe, (iii) the outcome of any legal proceedings related to the proposed acquisition, (iv) the ability to market and sell Bards products in new markets, including the ability to obtain necessary regulatory product registrations and clearances, (v) the impact of additional debt BD incurred and the equity and equity-linked securities that BD issued to finance the acquisition, including BDs credit ratings and costs of borrowing, (vi) the loss of key senior management or other associates, the anticipated demand for BDs and Bards products, including the risk of future reductions in government healthcare funding, changes in reimbursement rates or changes in healthcare practices that could result in lower utilization rates or pricing pressures, (vii) the impact of competition in the medical device industry, (viii) the risks of fluctuations in interest or foreign currency exchange rates, (ix) product liability claims, (x) difficulties inherent in product development, including the timing or outcome of product development efforts, the ability to obtain regulatory approvals and clearances and the timing and market success of product launches, (xi) risks relating to fluctuations in the cost and availability of raw materials and other sourced products and the ability to maintain favorable supplier arrangements and relationships, (xii) successful compliance with governmental regulations applicable to BD, Bard and the combined company, (xiii) changes in regional, national or foreign economic conditions, (xiv) uncertainties of litigation, and (xv) other factors discussed in BDs and Bards respective filings with the Securities and Exchange Commission.BD and Bard undertake 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.