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BD Tells Shareholders to Reject Unsolicited Mini-Tender Offer

NEW YORK – Becton Dickinson is advising its shareholders to reject an unsolicited mini-tender offer they may have received to sell their shares of the company's stock.

After the close of the market on Friday, the Franklin Lakes, New Jersey-based company said that it had been notified of the unsolicited offer to its shareholders by TRC Capital Investment to purchase up to 500,000 shares of BD's price at $234 per share, about 4.4 percent lower than the company's closing price on Nov. 8, the last closing price prior to the commencement of the offer.

BD said it has no affiliation with TRC, does not endorse the offer, and recommends shareholders of BD's stock to reject the offer because it is below the current market price for the firm's shares, "and is subject to numerous conditions."

BD's stock on the New York Stock Exchange closed at $248.30 per share on Friday, down less than 1 percent.

Because TRC's offer seeks less than 5 percent of BD's issued common stock, it is exempt from many regulatory disclosure requirements and shareholder protections, BD said. The US Securities and Exchange Commission "has cautioned investors that some bidders make tender offers at below-market prices 'hoping they will catch investors off guard if the investors do not compare the offer price to the current market price'" BD said in a statement.

If BD shareholders have already tendered their shares, they can withdraw the shares by providing a written notice described in TRC's offering documents.

On deadline, representatives from TRC could not be reached for comment.

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