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BD Commences Offerings of $4.5B of Common Stock, Depositary Shares

NEW YORK (GenomeWeb) – Becton Dickinson today said it has commenced registered offerings of $2.25 billion of common stock and $2.25 billion of depositary shares.

Proceeds from the offerings will be used to finance a portion of the cash consideration in connection with BD's $24 billion acquisition of C.R. Bard, which is expected to close in the fall. BD intends to grant the underwriters an option to purchase from the company up to an additional $225 million of common stock and up to an additional $225 million in depositary shares, it said.

Each depositary share entitles the shareholder to a proportional fractional interest in the rights and preferences of the mandatory convertible preferred stock, including conversion, dividend, liquidation, and voting rights. Unless previously converted or redeemed, each outstanding share of mandatory convertible preferred stock will automatically convert into a number of BD common shares based on the applicable conversion rate on or about May 1, 2020, and each depositary share will automatically convert into a number of common shares equal to a proportionate factional 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.

In early morning trading on the Nasdaq, shares of BD were down about 1 percent at $183.67

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