BD To Acquire Bard For $24 Billion
Monday, April 24, 2017 12:00 AM

FRANKLIN LAKES, N.J. and MURRAY HILL, N.J., April 23, 2017 /PRNewswire/ -- BD (Becton, Dickinson and Company) (NYSE: BDX), a leading global medical technology company, and C. R. Bard, Inc. (NYSE: BCR), a medical technology leader in the fields of vascular, urology, oncology and surgical specialty products, announced today a definitive agreement under which BD will acquire Bard for $317.00 per Bard common share in cash and stock, for a total consideration of $24 billion. The agreement has been unanimously approved by the Boards of Directors of both companies. 

The combination will create a highly differentiated medical technology company uniquely positioned to improve both the process of care and the treatment of disease for patients and healthcare providers. The transaction will build on BD's leadership position 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.  

This financially compelling transaction will be immediately accretive and is expected to generate high-single digit accretion to adjusted earnings per share (EPS) in fiscal year 2019.  Approximately $300 million of estimated annual, pre-tax, run-rate cost synergies are expected by fiscal year 2020.  Separately, BD also expects to benefit from revenue synergies beginning in fiscal year 2019. The transaction is expected to improve BD's gross margins by approximately 300 basis points in fiscal year 2018, increase BD's earnings per share growth trajectory to the mid-teens, and generate strong cash flow.

Vince Forlenza , BD's chairman and chief executive officer, said, "Combining with Bard will accelerate our ability to offer more comprehensive, clinically relevant solutions to customers and patients around the globe, creating a strong partner for healthcare providers who are increasingly focused on delivering better outcomes at a lower total cost. Our two purpose-driven organizations are well-aligned strategically, sharing a strong track record of performance and a deep commitment to addressing unmet needs in today's challenging healthcare environment. We expect the transaction to contribute meaningfully to BD's plans for revenue growth and margin expansion, and generate outstanding value both near- and long-term for shareholders.  I am excited to welcome Bard's talented employees to our strong and dedicated team as we bring together two companies with such complementary capabilities, values and strong reputations for delivering superior results."

Tim Ring , Bard's chairman and chief executive officer, said, "We are confident that this combination will deliver meaningful benefits for customers and patients as we see opportunities to leverage BD's leadership, especially in medication management and infection prevention.  We also believe that we can expand our access to customers and patients through BD's strategic selling capabilities, and that our fast-growing portfolio in emerging markets can significantly benefit from their well-established international commercial infrastructure.  Our two companies share the conviction that a product leadership strategy focused on unmet needs and improved outcomes that provide economic value to the global healthcare system will provide long-term shareholder returns."

John Weiland , Bard's vice-chairman, president and chief operating officer, added, "BD and Bard share a common purpose with highly compatible organizations.  We are very proud of the business and culture we have built over 110 years, focused on quality, integrity, innovation and service.   We have long had great respect for BD and find in them a similarly strong, results-oriented culture that prioritizes execution and long-term value creation.   In addition to significant benefits for our customers, patients, and shareholders, we believe this combination will provide our employees with new and exciting opportunities as part of a highly competent, dynamic global organization.  We look forward to this next chapter in our company's great history."

Strategic Highlights

Will create new opportunities to build on BD's leadership position in medication management and infection prevention with an expanded offering of solutions across the care continuum. 

  • Will bring together highly complementary product sets to create unmatched solutions for customers, enhancing growth opportunities for the combined company. 
  • By combining Bard's strong leadership position and innovation pipeline in fast-growing vascular access segments – PICCs (peripherally inserted central catheters), midlines and drug delivery ports – with BD's leadership and innovation in IV drug preparation, dispensing, delivery and administration, the new company will be better positioned to provide end-to-end medication management solutions across the care continuum. 
  • Will further expand BD's leadership in infection prevention, with offerings positioned to address 75 percent of the most costly and frequent healthcare associated infections (HAIs). Through the combined solutions set, the new company will have a more comprehensive, clinically relevant offering to address Surgical Site Infections (SSIs) and Catheter-Related Blood Stream Infections (CRBSIs). 

Bard's strong product portfolio and innovation pipeline will increase BD's opportunities in fast growing clinical areas, including peripheral vascular therapy, oncology and bio-surgery. 

  • Bard's clinically differentiated offerings create more meaningful scale and relevance for BD in high-growth categories of oncology and surgery. 
  • Bard will expand BD's focus on the treatment of disease states beyond diabetes to include peripheral vascular disease, urology, hernia and cancer. 

BD's leading global capabilities and infrastructure will further accelerate the combined company's growth outside of the U.S., creating more opportunities for patients and clinicians around the world to benefit from BD's and Bard's product technology.  

  • Together, BD and Bard will bring to market an expanded portfolio of clinically relevant products, with opportunities to drive near-term revenue synergies outside of the U.S. 
    • Bard, which registered approximately 500 products internationally in 2016, has made significant progress expanding outside of the U.S. in recent years, particularly in emerging markets, where Bard is among the fastest growing medical technology companies.
  • Bard's strong presence in vascular access and surgery will also help drive sales of the highly complementary CareFusion portfolio outside of the U.S. 
  • The combined company will have a large and growing presence in emerging markets, including $1 billion in annual revenue in China. 

Transaction Highlights

Under the terms of the transaction, Bard common shareholders will be entitled to receive approximately $222.93 in cash and 0.5077 shares of BD stock per Bard share, or a total of value of $317.00 per Bard common share based on BD's closing price on April 21, 2017. At closing, Bard shareholders will own approximately 15 percent of the combined company.  

BD expects to contribute approximately $1.7 billion of available cash to fund the transaction, along with, subject to market conditions, approximately $10 billion of new debt and approximately $4.5 billion of equity and equity linked securities issued to the market. Bard shareholders will also receive $8 billion of BD common stock. BD has also obtained fully committed bridge financing. At closing, BD estimates the combined company will have pro forma leverage of approximately 4.7x and is committed to deleveraging to below 3.0x leverage within three years of closing. BD expects to continue the suspension of its share repurchase program. BD is also committed to annual dividend increases while reinvesting in the business to continue to drive long-term growth.  

The transaction is subject to regulatory and Bard shareholder approvals and customary closing conditions, and is expected to close in the fall of 2017. 

Integration Plans

BD has a successful integration track record, as demonstrated by its 2015 acquisition and integration of CareFusion. BD has put in place a plan to ensure a seamless integration with Bard. A designated integration team, comprised of senior members of both organizations, will be led by  Bill Tozzi , a seasoned BD executive who most recently served as worldwide president of the Medication and Procedural Solutions business and earlier was corporate controller for BD. At the closing of the transaction,  Tim Ring , chairman and chief executive of Bard, and an additional Bard director, are expected to join the BD Board of Directors, which will be expanded by two directors.  BD is confident in its ability to achieve synergies as it brings together two world class companies and expects to offer opportunities for talented employees to become part of an even more dynamic global leader.  

BD Organizational Update

BD expects to create a third segment within the company – BD Interventional — where the Bard businesses will report both operationally and financially. BD is separately announcing today the appointment of  Tom Polen , 43, currently executive vice president and president of the BD Medical Segment, as president of BD, effective immediately. In his new role, Mr. Polen will oversee BD's Medical and Life Sciences segments, as well as the new Interventional segment.

Transaction Conference Call and Webcast Information

BD and Bard will conduct a live conference call and webcast on April 24, 2017 at 8:00 a.m. (ET).  The webcast of the conference call, along with related slides, will be accessible through BD's and Bard's websites. The conference call will also be available for replay through BD's and Bard's websites, or at (800) 585-8367 (domestic) and (404) 537-3406 (international) through the close of business on May 1, 2017, confirmation number 13011331.

BD Earnings Update

BD's earnings conference call, previously scheduled for Thursday, May 4, 2017, has been rescheduled for Tuesday, May 2, 2017, at 8:00 a.m. (ET).  BD will issue a press release detailing the quarter's earnings earlier that morning.  The webcast of the conference call, along with related slides, will be accessible through BD's website at and will be available for replay through Thursday, May 9, 2017.

Bard Earnings Update

Bard separately today announced first quarter 2017 financial results, which are available on Bard's corporate website, and is canceling the previously scheduled earnings conference call on April 26, 2017.


Perella Weinberg Partners LP is acting as lead financial advisor to BD. Citi is also serving as a financial advisor to BD and will be providing fully committed financing. Skadden, Arps, Slate, Meagher & Flom LLP provided legal counsel to BD. Goldman, Sachs & Co. served as financial advisor to Bard.  Wachtell, Lipton, Rosen & Katz served as legal advisor to Bard.

About BD

BD is a global medical technology company that is advancing the world of health by improving medical discovery, diagnostics and the delivery of care. BD leads in patient and health care worker safety and the technologies that enable medical research and clinical laboratories. The company provides innovative solutions that help advance medical research and genomics, enhance the diagnosis of infectious disease and cancer, improve medication management, promote infection prevention, equip surgical and interventional procedures, and support the management of diabetes. The company partners with organizations around the world to address some of the most challenging global health issues. BD has nearly 50,000 associates 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. For more information on BD, please visit

About C. R. Bard, Inc.

C. R. Bard, Inc. (, headquartered in Murray Hill, NJ, is a leading multinational developer, manufacturer and marketer of innovative, life-enhancing medical technologies in the fields of vascular, urology, oncology and surgical specialty products.


This press release contains certain estimates and other "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Forward looking statements generally are accompanied by words such as "will", "expect", "outlook" "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "target," or other similar words, phrases or expressions and variations or negatives of these words.  Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements regarding the estimated or anticipated future results of BD, and of the combined company following BD's proposed acquisition of Bard, the anticipated benefits of the proposed combination, including estimated synergies, the expected timing of completion of the transaction and other statements that are not historical facts.  These statements are based on the current expectations of BD and Bard management and are not predictions of actual performance.   

These statements are subject to a number of risks and uncertainties regarding BD and Bard's 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 shareholder and 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 company's operations and other conditions to the completion of the acquisition, (ii) risks relating to the integration of Bard's 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) access to available financing including for the refinancing of BD's or Bard's debt on a timely basis and reasonable terms, (v) the ability to market and sell Bard's products in new markets, including the ability to obtain necessary regulatory product registrations and clearances, (vi) the loss of key senior management or other associates; the anticipated demand for BD's and Bard's 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 BD's and Bard's respective filings with the Securities and Exchange Commission.  

The forward-looking statements in this document speak only as of date of this document.  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. 


In connection with the proposed transaction, BD will file with the SEC a registration statement on Form S−4 that will constitute a prospectus of BD and include a proxy statement of Bard. BD and Bard also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by BD and Bard with the SEC at the SEC's website at  In addition, you will be able to obtain free copies of these documents by phone, e−mail or written request by contacting the investor relations department of BD or Bard at the following:

IoT-Connected Baby Bottle nfant Reduces Hospital Time, Costs for Preemie Parents
Wednesday, April 19, 2017 12:00 AM

Approximately 15 million babies — about 1 in 10— are born premature every year, and in the U.S., preterm births are actually rising. Though medical advances are allowing doctors to keep more and more of these babies alive, they often must spend an extended period of time in the Neonatal Intensive Care Unit (NICU), a stay that comes with a high price tag — the average cost for an infant to stay in the NICU is around $3,000 per day.

Often, what keeps a baby in the hospital is feeding issues — 70 percent of preemies have trouble feeding. Atlanta-based medical device company nfant, recently named a TAG Top 10 Most Innovative Company in Georgia, is tackling this problem with a high-tech, IoT-connected sensor that attaches to a baby bottle and can measure tongue motion on the nipple.

Developed by Tommy Cunningham, a biomechanical engineer by training, and clinician Dr. Gilson Capitlouto, the smart bottle connects wirelessly through nfant’s mobile app, which aggregates data from feeding and allows the doctor to view and analyze how the baby is progressing in real-time. The company is also developing a robust database of infant feeding stats — kicking off several partnerships with the best hospitals across the country.

This includes a partnership with Boston Children’s Hospital and Harvard Medical School, who are using nfant devices to investigate a link between infant feeding patterns and neurodevelopment — in other words, if how a baby sucks is indicative of brain damage and neurological progress. They also kicked off a new study at the largest NICU in the country, as well as one with the Marcus Autism Center to study the potential of the device for autism diagnosis and intervention.

Cunningham took some time away from white papers and clinical trial results to talk to Hype about how much the health and economic impact nfant can have for every member of the healthcare ecosystem, their major growth over the next year, and how nfant is a pioneer for the Southeast’s medical device industry.

BIO Statement on MedPAC Vote
Thursday, April 06, 2017 12:00 AM

“The patients served under Part B include those fighting cancer, multiple sclerosis, and rheumatoid arthritis—those most vulnerable to disruptions in their treatment regimens. In advance of today’s vote, BIO and many other stakeholders expressed our concerns to MedPAC that the proposals being considered could threaten these vulnerable beneficiaries’ access to critical treatments. We are disappointed, therefore, that the Commission has voted to advance these proposals without addressing those concerns. Reducing provider reimbursement – particularly for small or rural practices – for Part B therapies can disrupt patient access, diminish their health outcomes, and increase overall healthcare expenditures by driving care to more costly and less convenient settings.

“We are also concerned that that the proposed “Drug Value Program” (DVP) leaves unanswered a number of critical questions, and could impose new restrictions on access to Part B therapies that will come between patients and their physicians when deciding upon the best course of treatment. In particular, the proposal to implement binding arbitration in the DVP would undermine the free-market negotiations that a robust and competitive marketplace requires and that the current ASP system currently benefits from.

“We hope that in the future the Commission will more fully consider the implications of their recommendations on patient’s health outcomes and access to care. We regret that the proposals advanced today threaten to undermine both by narrowly focusing on short-term savings that will put vulnerable patients at risk. We stand ready to work with the Commission and other stakeholders to develop patient-centric, value-driven reforms across the Medicare program.

“We urge Congress and the Centers for Medicare and Medicaid Services to consider the many concerns raised by BIO and other stakeholders in evaluating MedPAC’s proposals.”

BIO Celebrates Five Years of the JOBS Act
Wednesday, April 05, 2017 12:00 AM

Washington, D.C. (April 5, 2017) – Today the Biotechnology Innovation Organization (BIO) celebrates the fifth anniversary of the Jumpstart Our Business Startups (JOBS) Act, which was signed into law on April 5, 2012.  The JOBS Act was designed to enhance capital formation for emerging companies, a vital imperative for growing biotechnology companies seeking to fund the substantial expenses of discovering and developing innovative new medicines.

“The extraordinary impact of the JOBS Act shows the dramatic effect that smart policymaking can have on the search for groundbreaking cures and treatments,” said BIO President and CEO Jim Greenwood. “BIO is proud to have supported this game-changing law, and we look forward to working with Congress to build on its success.

“Pre-revenue innovators undertaking the decades-long development process intrinsic to scientific advancement must raise vast sums of money to fund their research. The JOBS Act has increased the flow of capital to innovative small businesses while also decreasing capital diversions from the lab to unnecessary compliance burdens. BIO is excited to support legislative efforts like the Fostering Innovation Act and the Corporate Governance Reform and Transparency Act that would further enhance public capital formation for emerging biotechnology innovators.”

BIO has conducted a five-year review of the JOBS Act’s influence on biotech capital formation, revealing the breadth and depth of the law’s impact:

  • In the five years since the JOBS Act became law, there have been 212 biotech IPOs. The prior five years saw only 55 biotechnology companies going public.
  • The next generation of medical advances is being funded by capital raised through JOBS Act IPOs. Biotechnology companies using provisions of the JOBS Act to go public currently have 696 therapies currently in development, and the FDA has approved 18 new treatments from JOBS Act companies.
  • Emerging biotech companies raised $17 billion through JOBS Act IPOs – an average of $80 million per offering. These newly public innovators subsequently raised an additional $16 billion through follow-on offerings. 
  • The success of the JOBS Act has supported a surge of financing for early-stage research. In the last five years, there have been 48 IPOs by biotechs in the earliest stages of research (pre-clinical R&D and Phase I clinical trials), compared to just 3 preclinical and Phase I IPOs in the five years before the JOBS Act.
  • The JOBS Act has supported IPOs from companies across a wide range of therapeutic areas. Oncology companies make up the largest share of JOBS Act IPOs (25%). The law also has led to increased funding for disease areas that have historically been difficult to finance, including diabetes and Alzheimer’s.
  • JOBS Act biotech companies currently employ over 27,000 people and have a market value of more than $111 billion.

BIO supports capital markets reforms that will build on the success of the JOBS Act and foster the continued growth of emerging public biotechnology companies, including:

  • The Fostering Innovation Act (H.R. 1645, sponsored by Reps. Kyrsten Sinema (D-AZ) and Trey Hollingsworth (R-IN)), which would extend the JOBS Act’s Sarbanes-Oxley (SOX) Section 404(b) exemption for an additional five years for certain pre-revenue companies;
  • The Corporate Governance Reform and Transparency Act (sponsored by Rep. Sean Duffy (R-WI) in the 114th Congress), which would provide for SEC oversight of proxy advisory firms and foster accountability, transparency, responsiveness, and competition in the proxy advisory firm industry;
  • Enhanced short selling transparency in order to shine a light on manipulative trading behaviors that disincentivize long-term investment in innovation, and;
  • Targeted capital formation provisions in the Financial CHOICE Act (sponsored by Rep. Jeb Hensarling (R-TX) in the 114thCongress), including the Fostering Innovation Act, the Corporate Governance Reform and Transparency Act, the Small Company Disclosure Simplification Act, the Small Business Capital Formation Enhancement Act, and the proposed Small Issuer Exemption from Internal Control Evaluation.

An infographic summarizing the impact of the JOBS Act on the biotech industry may be found at

About BIO
BIO is the world's largest trade association representing biotechnology companies, academic institutions, state biotechnology centers and related organizations across the United States and in more than 30 other nations. BIO members are involved in the research and development of innovative healthcare, agricultural, industrial and environmental biotechnology products. BIO also produces the BIO International Convention, the world’s largest gathering of the biotechnology industry, along with industry-leading investor and partnering meetings held around the world. BIOtechNOW is BIO's blog chronicling “innovations transforming our world” and the BIO Newsletter is the organization’s bi-weekly email newsletter. Subscribe to the BIO Newsletter.

GaBio and GaBioEd Name Stratford Academy Junior as Georgia BioGENEius Finalist
Tuesday, April 04, 2017 12:00 AM

Tejas Athni is the 2017 Georgia BioGENEius!

Georgia Bio and the Georgia BioEd Institute today named Stratford Academy junior Tejas Athni of Macon, GA as the winner of the 2017 Georgia BioGENEius Challenge, the premier competition for high school students that recognizes outstanding research and innovation in the biotechnology field. As Georgia’s BioGENEius finalist, Athni will attend the 2017 BIOInternational Convention, the industry’s trade conference from June 18-21 in San Diego, where he will engage with leading companies, scientists and innovators currently transforming the scientific landscape in order to gain valuable insights into an industry making significant contributions to the world.

While in San Diego, Athni will compete against high school students from the U.S., Canada and Germany in the International BioGENEius Challenge. The student projects will represent a range of biotechnology topics such as healthcare, agriculture, and the environment.

Athni’s award-winning research is the first to report the effects of B. monnieri leaf extract in inhibiting the growth of human cancer cells. “Glioblastoma multiforme (GBM) is one of the most aggressive and deadly cancers found in the brain,” says Athni. “Unfortunately, patients have a very short median survival time as there are very few effective treatment modalities. This research presents a novel potential treatment option for such a lethal disease. With further research and testing, this avenue of work could possibly lead to an improvement in the prognosis of patients afflicted with GBM.”

The results, due to be published later this year in the journal NeuroTherapeutics, could lead to potential new therapies for this very aggressive form of brain cancer. Athni’s work was completed during a summer research experience at Fort Valley State University in Georgia and Karmanos Cancer Institute in Detroit, Michigan.

“The BioGENEius Challenge highlights the breakthroughs made when we invest in and encourage young people to pursue their ideas,” said Georgia Bio President and CEO Russell Allen. “Georgia Bio is thrilled that Tejas will represent our state at the upcoming BIO Convention. We are proud to support this Georgia scholar as he develops tomorrow’s healthcare innovations.”

Georgia Bio also congratulates the Georgia BioGENEius runner-up, Marissa McDonald of Union Grove High School in McDonough, GA. McDonald’s research characterizes the galectin-4 protein that binds to and kills certain bacteria that escape the human immune system. Better understanding of this protein may help scientists to design more targeted antibiotics so that harmful bacteria are killed without adversely affecting the helpful bacteria living naturally in our gut.

Judging the 2017 Georgia BioGENEius were Jamie L. Graham, Kilpatrick Townsend & Stockton; Kami McMillan, Chubb; Ashan Perera, VWR; Jordan Rose, Georgia BioEd Institute; and Scott Silverman, Arbor Pharmaceuticals.

The Georgia BioGENEius Challenge is made possible through the sponsorship of Arbor Pharmaceuticals.

National and International winners will be announced during June 18-21, 2017 BIO International Convention. Winners will receive cash scholarships.

# # #

Follow the BioGENEius Challenge: Throughout the challenge, @BiotechInstitut will be tweeting interviews, photos, and engaging with the biotechnology community by using the hashtag #BioGENEius.

About the Biotechnology Institute
The Biotechnology Institute is an independent, national nonprofit organization dedicated to education about the present and future impact of biotechnology. Its mission is to engage, excite and educate the public, particularly students and teachers, about biotechnology and its immense potential for solving human health, food and environmental problems. For more information, visit 

About the GeorgiaBioEd Institute 
The Georgia BioEd Institute is a division of Georgia Bio, a 501(c)(3) nonprofit organization serving the state’s life science industry. The Institute’s mission is to strengthen Georgia’s life sciences workforce pipeline through classroom-to-career initiatives that align with industry needs. Learn more at |

Download this Press Release.

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