SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 28,
1998
Becton, Dickinson and Company
(Exact Name of Registrant as Specified in Charter)
New Jersey 1-4802 22-0760120
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
1 Becton Drive
Franklin Lakes, New Jersey 07417-1880
(Address of Principal Executive Offices) (Zip Code)
(201) 847-6800
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On January 29, 1998, Becton, Dickinson and Company ("Becton
Dickinson") announced in a press release that it has signed a
definitive agreement to acquire the Medical Devices Division of
Ohmeda, the health care business of The BOC Group, Inc., for
approximately $452 million dollars in cash, subject to
adjustment. Attached hereto as Exhibit 99, which is hereby
incorporated herein by reference, is a copy of such press
release.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS,
AND EXHIBITS.
(c) Exhibits
Exhibit 99 Becton, Dickinson and Company Press
Release issued on January 29, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto
duly authorized.
BECTON DICKINSON AND COMPANY
By: /s/ Bridget M. Healy
Name: Bridget M. Healy
Title: Vice President, Secretary,
and Associate General
Counsel
Date: February 3, 1998
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INDEX TO EXHIBITS
Exhibit
Number Description
99 Becton, Dickinson and Company Press Release issued
on January 29, 1998.
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EXHIBIT 99
Release Date: January 29, 1998
BECTON DICKINSON AND COMPANY
SIGNS DEFINITIVE AGREEMENT TO
ACQUIRE MEDICAL DEVICES DIVISION OF THE BOC GROUP
FRANKLIN LAKES, NJ - (JANUARY 29, 1998) - Becton Dickinson and
Company (NYSE:BDX) announced today the signing of a definitive
agreement to acquire the Medical Devices Division of Ohmeda,
the health care business of The BOC Group for approximately
$452 million. Ohmeda's Medical Device Division (MDD) is a
leading European marketer of intravenous catheters for infusion
therapy and has a strong presence in developing markets in
Eastern Europe and Asia. In addition to peripheral catheters
and other disposable devises for infusion therapy, the division
supplies critical care products such as central venous
catheters and pulmonary artery catheters in Europe and Asia.
MDD has manufacturing and development facilities in Sweden,
Germany, the UK and Singapore, with sales offices worldwide.
Sales of the division were approximately $200 million in 1997.
Clateo Castellini, chairman, president and CEO of Becton
Dickinson said that "the acquisition of this business is an
important continuation of our strategy to increase our growth
rate and our relevance to customers by making acquisitions that
fit strategically with our businesses. The combination of
Ohmeda's Medical Devices Division with our successful infusion
therapy business will allow us to better serve customers
worldwide, extending our global reach and taking advantage of
the capabilities of both organizations to fulfill our company
purpose of helping all people live healthy lives."
Dr. Robert Adrion, president of Becton's Worldwide Infusion
Therapy business, noted that "the Ohmeda and Becton Dickinson
businesses are highly complementary in product lines and
geographical presence. We look forward to joining with the
people of Ohmeda to continue improving the delivery of
innovative health care solutions to global customers and to
grow the business to its full potential."
The BOC group announced its intention to sell its Ohmeda unit a
number of months ago in order to more sharply focus on its
strong positions in its core businesses: industrial gases,
vacuum technology and distribution. Under separate definitive
agreements signed today, the other parts of Ohmeda are being
purchased by Instrumentarium Corporation, a Finland-based
company, and by Baxter International Inc.
Becton Dickinson expects to complete the transaction promptly
following receipt of required government approvals and
clearances.
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Becton Dickinson, headquartered in Franklin Lakes, New Jersey,
manufactures and sells a broad range of medical supplies and
devices and diagnostic systems for use by health care
professions, medical research institutions and the general
public. For its most recent fiscal year, the company reported
revenues of $2.8 billion.
Becton Dickinson is being represented by Lazard Freres & Co.
LLC in New York and Lazard Brothers and Co., Limited in London.
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This press release may contain certain forward looking
statements regarding the Company's future performance,
including future revenues, products and income, which are based
upon current expectations of the Company and involve a number
of business risks and uncertainties. Factors that could cause
actual results to vary materially from any forward looking
statement include competitive factors, changes in regional,
national or foreign economic conditions, changes in interest or
foreign currency exchange rates, delays in product
introductions, and changes in health care or other governmental
regulation, as well as other factors discussed in the Company's
filings with the Securities and Exchange Commission.
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