BD Announces Pricing and Upsizing of Tender Offers

6/4/19

Becton, Dickinson and Company (NYSE: BDX) announced the consideration payable in connection with its previously announced tender offers to purchase for cash, in the order of priority set forth in the table below, up to the applicable Tender SubCap, if any, of each of the Company's 5.000% Notes due 2040, 4.875% Notes due 2044, 4.685% Notes due 2044, 3.700% Notes due 2027, 3.734% Notes due 2024, 4.669% Notes due 2047 and 2.894% Notes due 2022 (collectively, the "Securities" and each, a "series"), subject to an aggregate tender cap of $1,100,000,000 for all tendered series of Securities.

In addition, the Company has amended the tender offers to (i) increase the previously announced Tender SubCap for its 5.000% Notes due 2040 from $75,000,000 to $175,016,000, (ii) increase the previously announced Tender SubCap for its 4.685% Notes due 2044 from $175,000,000 to $175,002,000 and (iii) increase the previously announced Tender SubCap for its 3.700% Notes due 2027 from $600,000,000 to $675,000,000. All other terms of the tender offers as previously announced remain unchanged. The tender offers are being made pursuant to the terms and conditions, set forth in the offer to purchase, dated May 20, 2019 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), as supplemented by this press release. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the tender offers.

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