8-K

UNITED STATES

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) June 3, 2024

BECTON, DICKINSON AND COMPANY

(Exact Name of Registrant as Specified in Its Charter)

New Jersey

(State or Other Jurisdiction of Incorporation)

001-4802			22-0760120
(Commission File Number)			(IRS Employer Identification No.)
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)
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K Filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $1.00	BDX	New York Stock Exchange
1.900% Notes due December 15, 2026	BDX26	New York Stock Exchange
3.020% Notes due May 24, 2025	BDX25	New York Stock Exchange
1.208% Notes due June 4, 2026	BDX/26A	New York Stock Exchange
1.213% Notes due February 12, 2036	BDX/36	New York Stock Exchange
0.034% Notes due August 13, 2025	BDX25A	New York Stock Exchange
3.519% Notes due February 8, 2031	BDX31	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

ITEM 7.01. Regulation FD Disclosure.

On June 3, 2024, Becton, Dickinson and Company ("BD"), a leading global medical technology company, issued a press release announcing a definitive agreement under which BD will acquire Edwards Lifesciences' Critical Care product group ("Critical Care"), a global leader in advanced monitoring solutions, for $4.2 billion in cash. A copy of the press release is furnished hereto as Exhibit 99.1.

A slide presentation regarding the transaction is available on the News & Events page of BD’s investor website at https://investors.bd.com/news-events and is furnished hereto as Exhibit 99.2.

The information in this Item 7.01, including the exhibits furnished hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Forward Looking Statements

This report contains certain forward-looking statements (as defined under Federal securities laws). Forward looking statements generally are accompanied by words such as "will", "expect", or similar words, phrases or expressions. These forward-looking statements include statements regarding the estimated or anticipated future results of BD and anticipated benefits of the proposed acquisition of Critical Care, the expected timing of completion of the transaction, future growth in Critical Care’s relevant market segments, and other statements that are not historical facts. These statements are based on the current expectations of BD management and are subject to a number of risks and uncertainties regarding Critical Care’s business and the proposed acquisition, and actual results may differ materially from any anticipated results described, implied or projected in any forward-looking statement. These risks and uncertainties include, but are not limited to, the ability of the parties to successfully close the proposed acquisition, including the risk that the required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the transaction; risks relating to the integration of Critical Care’s operations, products and employees into BD and the time and resources required to do so 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; the loss of key senior management or other associates; competitive factors, including the development of new technologies by other companies and pricing and market share pressures; changes in healthcare or other governmental regulation; risks relating to the ability to maintain favorable supplier arrangements and relationships; changes in regional, national or foreign economic conditions, as well as other factors discussed in BD's filings with the Securities Exchange Commission. BD does not intend to update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by applicable laws or regulations.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 99.1     Press release dated June 3, 2024, which is furnished pursuant to Item 7.01.

Exhibit 99.2    Presentation, dated June 3, 2024, which is furnished pursuant to Item 7.01.

Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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

(Registrant)

By:	/s/ Gary DeFazio
	Gary DeFazio
	Senior Vice President and Corporate Secretary

Date: June 3, 2024

EX-99.1

NEWS RELEASE

BD to Acquire Edwards Lifesciences' Critical Care Product Group
for $4.2 Billion to Expand Smart Connected Care Solutions and Become an Advanced Monitoring Technology Leader

•Combination unlocks new future value-creation opportunities and is expected to be immediately accretive to BD revenue growth, adjusted gross margin, adjusted operating margin and adjusted EPS

•Expands BD’s portfolio of smart connected care solutions with complementary and broad set of leading monitoring technologies, advanced AI-enabled clinical decision tools and robust innovation pipeline

•Critical Care to operate as a separate business unit within BD’s Medical segment, based in Irvine, Calif. and led by Katie Szyman

FRANKLIN LAKES, N.J. (June 3, 2024) – BD (Becton, Dickinson and Company) (NYSE: BDX), a leading global medical technology company, and Edwards Lifesciences (NYSE: EW), today announced a definitive agreement under which BD will acquire Edwards’ Critical Care product group (“Critical Care”), a global leader in advanced monitoring solutions, for $4.2 billion in cash, unlocking new value creation opportunities and enhancing BD’s portfolio of smart connected care solutions.

Critical Care is a high-growth, innovative industry leader in advanced patient monitoring with advanced AI algorithms serving millions of patients globally. Critical Care invented the hemodynamic monitoring category, and its solutions are currently used in more than 10,000 hospitals globally to better understand the cardiovascular condition in real-time for critically ill patients, which helps improve outcomes. Hemodynamic monitoring and medication management technologies are often used simultaneously in the operating room or intensive care units, creating longer-term opportunities for meaningful innovation and interoperability across the care continuum. Critical Care has approximately 4,500 employees with most based in Irvine, California. In 2023, the business generated more than $900 million in revenue.

“Critical Care expands BD’s portfolio of smart connected care solutions with its growing set of leading monitoring technologies, advanced AI-enabled clinical decision tools and robust innovation pipeline that complement BD’s existing technologies serving operating rooms and intensive care units,” said Tom Polen, chairman, chief executive officer and president of BD. “We believe the combination unlocks multiple new avenues for growth and value creation through BD’s broad global footprint, increased penetration across new and existing hospital customers, new innovation opportunities across data sets and platforms, and application of the BD Excellence operating system. The transaction is expected to be

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immediately accretive to all key financial measures with a strong return profile, which underscores our continued commitment to generate sustained shareholder value. Critical Care is well aligned to BD’s core innovation and business strategies, is a strong cultural fit and we look forward to welcoming Katie and Critical Care’s talented team to BD.”

Critical Care’s portfolio includes the gold-standard Swan Ganz pulmonary artery catheter, minimally invasive sensors, noninvasive cuffs, tissue oximetry sensors and monitors. Its smart technologies are driven by advanced data analytics with machine learning and AI-based predictive and prescriptive algorithms to help clinicians better understand current and future patient conditions and provide clinical decision support tools.

Transaction Highlights

Under the terms of the transaction, BD will acquire Critical Care for $4.2 billion in cash.

The transaction meets all of BD’s rigorous investment criteria on growth, profitability and returns. It is expected to be immediately accretive to all key financial measures, including BD’s revenue growth, adjusted gross and operating margins, and adjusted earnings per share. Critical Care’s long-term financial profile is also expected to deliver durable revenue growth of approximately 6% to 7%, with year-one adjusted gross margin of at least 60% and adjusted operating margins of at least 25% that increase over time. Consistent with the company’s BD2025 strategy, growth-enhancing and value-creating tuck-in M&A continues to be a key part of BD’s targeted financial profile.

Additional margin expansion and value is expected to be generated from moderate synergies, primarily from cost of goods sold, supply chain efficiencies, and general and administrative expenses through BD Excellence operating system principles, while preserving Critical Care’s commercial and innovation resources.

BD expects to fund the all-cash transaction with approximately $1 billion of cash and $3.2 billion of new debt. At closing, BD is expected to have net leverage of approximately 3x and expects to de-lever to its 2.5x long-term net leverage target within 12 to 18 months of closing, primarily by deploying its free cash flows to debt repayment.

The transaction is expected to close before the end of the calendar year and is subject to customary regulatory reviews and closing conditions.

A slide presentation regarding the transaction is available on the News & Events page of BD’s investor website at https://investors.bd.com/news-events.

Governance and Structure

Upon closing, Critical Care will operate as a separate business unit within BD’s Medical segment to align with its smart connected care approach, and it will maintain its presence in Irvine, Calif. Katie Szyman, who has served as corporate vice president of Critical Care since 2015, will lead the new business unit within BD, reporting to Mike Garrison, executive vice president and president of the BD Medical segment.

Advisers

Perella Weinberg Partners and Citi are acting as financial advisers, and Ropes & Gray, LLP is providing legal counsel to BD.

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# # #

About BD

BD is one of the largest global medical technology companies in the world and is advancing the world of health by improving medical discovery, diagnostics and the delivery of care. The company supports the heroes on the frontlines of health care by developing innovative technology, services and solutions that help advance both clinical therapy for patients and clinical process for health care providers. BD and its more than 70,000 employees have a passion and commitment to help enhance the safety and efficiency of clinicians' care delivery process, enable laboratory scientists to accurately detect disease and advance researchers' capabilities to develop the next generation of diagnostics and therapeutics. BD has a presence in virtually every country and partners with organizations around the world to address some of the most challenging global health issues. By working in close collaboration with customers, BD can help enhance outcomes, lower costs, increase efficiencies, improve safety and expand access to health care. For more information on BD, please visit bd.com or connect with us on LinkedIn at www.linkedin.com/company/bd1/, X (formerly Twitter) @BDandCo or Instagram @becton_dickinson.

NON-GAAP FINANCIAL MEASURES

This presentation includes forward-looking non-GAAP financial measures. BD does not attempt to provide reconciliations of forward-looking non-GAAP financial measures to the comparable GAAP measure because the impact and timing of these measures are inherently uncertain and difficult to predict and are unavailable without unreasonable efforts. In addition, BD believes such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP measures of BD's financial performance.

FORWARD LOOKING STATEMENTS

This press release contains certain estimates and other forward-looking statements (as defined under Federal securities laws). Forward looking statements generally are accompanied by words such as "will", "expect", or similar words, phrases or expressions. These forward-looking statements include statements regarding the estimated or anticipated future results of BD and anticipated benefits of the proposed acquisition of Critical Care, the expected timing of completion of the transaction, future growth in Critical Care’s relevant market segments, and other statements that are not historical facts. These statements are based on the current expectations of BD management and are subject to a number of risks and uncertainties regarding Critical Care’s business and the proposed acquisition, and actual results may differ materially from any anticipated results described, implied or projected in any forward-looking statement. These risks and uncertainties include, but are not limited to, the ability of the parties to successfully close the proposed acquisition, including the risk that the required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the transaction; risks relating to the integration of Critical Care operations, products and employees into BD and the time and resources required to do so 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; the loss of key senior management or other associates; competitive factors, including the development of new technologies by other companies and pricing and market share pressures; changes in healthcare or other governmental regulation; risks relating to the ability to maintain favorable supplier arrangements and relationships; changes in regional, national or foreign economic conditions, as well as other factors discussed in BD's filings with the Securities Exchange Commission. BD does not intend to update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by applicable laws or regulations.

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Contacts:

Media:    Investors:

Troy Kirkpatrick    Adam Reiffe
VP, Public Relations    Sr. Director, Investor Relations
858.617.2361    201.847.6927
troy.kirkpatrick@bd.comadam.reiffe@bd.com

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EX-99.2

BD RESTRICTED BD to Acquire Edwards Lifesciences Critical Care Product Group June 3, 2024

BD RESTRICTED Caution Concerning Forward-Looking Statements This presentation contains certain estimates and other forward-looking statements (as defined under Federal securities laws). Forward looking statements generally are accompanied by words such as "will", "expect", or similar words, phrases or expressions. These forward- looking statements include statements regarding the estimated or anticipated future results of BD and anticipated benefits of the proposed acquisition of Edwards Lifesciences’ Critical Care product group, the expected timing of completion of the transaction, future growth in Critical Care’s relevant market segments, and other statements that are not historical facts. These statements are based on the current expectations of BD management and are subject to a number of risks and uncertainties regarding (“Critical Care”) ’s business and the proposed acquisition, and actual results may differ materially from any anticipated results described, implied or projected in any forward-looking statement. These risks and uncertainties include, but are not limited to, the ability of the parties to successfully close the proposed acquisition, including the risk that the required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the transaction; risks relating to the integration of Critical Care’s operations, products and employees into BD and the time and resources required to do so 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; the loss of key senior management or other associates; competitive factors, including the development of new technologies by other companies and pricing and market share pressures; changes in healthcare or other governmental regulation; risks relating to the ability to maintain favorable supplier arrangements and relationships; changes in regional, national or foreign economic conditions, as well as other factors discussed in BD's filings with the Securities Exchange Commission. BD does not intend to update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by applicable laws or regulations. 2 Caution Concerning Non-GAAP Financial Measures This presentation includes forward-looking non-GAAP financial measures. BD does not attempt to provide reconciliations of forward- looking non-GAAP financial measures to the comparable GAAP measure because the impact and timing of these measures are inherently uncertain and difficult to predict and are unavailable without unreasonable efforts. In addition, BD believes such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP measures of BD's financial performance.

BD RESTRICTED Expands BD’s Portfolio of Smart Connected Care Solutions; BD to Become an Advanced Monitoring Technology Leader 3 Expands BD’s portfolio of smart connected care solutions with future potential to enhance patient recovery by accelerating clinical decision making from diagnosis through treatment via coordinated workflows Enables Critical Care access to BD’s broad global footprint, increase penetration across new and existing hospital customers, new innovation opportunities across data sets and platforms, and application of the BD Excellence operating system Expected to be immediately accretive to all key financial measures with a strong return profile Adds complementary, broad portfolio of leading monitoring technologies Unlocks new avenues for growth and margin expansion Compelling financial rationale

BD RESTRICTED Critical Care: An Innovative Industry Leader in Advanced Monitoring 4 Gold-standard monitoring technologies… …with advanced AI-enabled clinical decision tools and robust innovation pipeline Facts & Figures • Based in Irvine, CA; ~4,500 employees • A growing, innovative leader in hemodynamic monitoring • Penetration in 10,000+ hospitals globally • Track record of high-value clinical innovation • Highly-effective clinical evidence-based commercial playbook and go-to-market strategy Financial Profile • More than $900 million in revenue in 2023 with 5-year revenue CAGR of ~7% • 80% recurring revenue stream • Immediately accretive to BD revenue growth, adjusted margins and adjusted EPS Minimally invasive sensors (TruWave and FloTrac ) Acumen AI-Powered Algorithms Gold-standard Swan Ganz pulmonary artery catheters Noninvasive cuffs (ClearSight Cuff) Monitors (HemoSphere) Tissue oximetry sensors (ForeSight)

BD RESTRICTED BD + Critical Care Technologies Create Opportunity for Meaningful Innovation 5 • Hemodynamic monitoring and medication management technologies are often used simultaneously in operating rooms and intensive care units • Potential to enhance patient recovery by accelerating clinical decision making from diagnosis through treatment via coordinated workflows • Longer-term opportunities across interoperability, data sets and platforms • Engage with more venues of care and clinicians to drive Critical Care solution adoption • Deliver to new patient populations Smart Connected Care

BD RESTRICTED Transaction Summary 6 Transaction Details • $4.2 billion all-cash transaction expected to close before end of calendar year. (1) • Expects to fund transaction with ~$1 billion of cash and $3.2 billion of new debt • At closing, BD will have net leverage of ~3x and expects to de-lever to long-term target of ~2.5x within 12 to 18 months Financial Highlights • Expected to be immediately accretive to revenue growth, adjusted gross margin, adjusted operating margins • Immediate and meaningful adjusted EPS accretion in year one that accelerates to support very strong ROIC profile, exceeding our cost of capital well ahead of typical benchmarks • Long-term financial profile expected to deliver durable revenue growth of ~6% to 7%, with year-one adjusted gross margin of at least 60% and adjusted operating margins of at least 25% that increase over time • Consistent with the company’s BD2025 strategy, value-creating tuck-in M&A continues to be a key part of accelerating BD’s targeted financial profile Synergies • Additional value expected through implementation of the BD Excellence operating system, while preserving commercial and innovation resources • Moderate cost synergies primarily expected from cost of goods sold, supply chain efficiencies, and G&A Governance and Structure • Critical Care will operate as a separate business unit within BD’s Medical segment to align with its smart connected care approach • Katie Szyman, who has served as corporate vice president of Critical Care since 2015, will lead the business unit within BD (1) Subject to the satisfaction of customary closing conditions, including receipt of regulatory clearances

XML

Cover Page	Jun. 03, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 03, 2024
Entity Registrant Name	BECTON, DICKINSON AND COMPANY
Entity Central Index Key	0000010795
Amendment Flag	false
Entity Incorporation, State or Country Code	NJ
Entity File Number	001-4802
Entity Tax Identification Number	22-0760120
Entity Address, Address Line One	1 Becton Drive,
Entity Address, City or Town	Franklin Lakes,
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07417-1880
City Area Code	(201)
Local Phone Number	847-6800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	Common stock, par value $1.00
Trading Symbol	BDX
Security Exchange Name	NYSE
Notes 1.900% due December 15, 2026 | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	1.900% Notes due December 15, 2026
Trading Symbol	BDX26
Security Exchange Name	NYSE
Notes 3.020% due May 24, 2025 | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	3.020% Notes due May 24, 2025
Trading Symbol	BDX25
Security Exchange Name	NYSE
Notes 1.208% due June 4, 2026 | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	1.208% Notes due June 4, 2026
Trading Symbol	BDX/26A
Security Exchange Name	NYSE
Notes 1.213% due February 12, 2036 | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	1.213% Notes due February 12, 2036
Trading Symbol	BDX/36
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Notes 0.034% due August 13, 2025 | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	0.034% Notes due August 13, 2025
Trading Symbol	BDX25A
Security Exchange Name	NYSE
Notes 3.519% due February 8, 2031 | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	3.519% Notes due February 8, 2031
Trading Symbol	BDX31
Security Exchange Name	NYSE