New Jersey
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001-04802
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22-0760120
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1 Becton Drive
Franklin Lakes, New Jersey
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07417-1880
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(Address of principal executive offices)
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(Zip Code)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of Each Class
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Trading Symbol
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Name of Each Exchange
on Which Registered
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Common stock, par value $1.00
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BDX
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New York Stock Exchange
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Depositary Shares, each representing a 1/20th interest in a share of 6.00% Mandatory Convertible Preferred Stock, Series B
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BDXB
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New York Stock Exchange
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1.000% Notes due December 15, 2022
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BDX22A
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New York Stock Exchange
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1.900% Notes due December 15, 2026
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BDX26
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New York Stock Exchange
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1.401% Notes due May 24, 2023
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BDX23A
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New York Stock Exchange
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3.020% Notes due May 24, 2025
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BDX25
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New York Stock Exchange
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0.174% Notes due June 4, 2021
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BDX/21
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New York Stock Exchange
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0.632% Notes due June 4, 2023
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BDX/23A
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New York Stock Exchange
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1.208% Notes due June 4, 2026
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BDX/26A
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New York Stock Exchange
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1.213% Notes due February 12, 2036
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BDX/36
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New York Stock Exchange
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BECTON, DICKINSON AND COMPANY (Registrant)
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By:
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/s/ Gary DeFazio
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Gary DeFazio
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||
Senior Vice President, Corporate Secretary and Associate General Counsel
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Page
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ARTICLE I
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||
Section 1.1
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Definitions.
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1
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Section 1.2
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Terms of the Notes
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4
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Section 1.3
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Interest
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5
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Section 1.4
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Guarantee
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5
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Section 1.5
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Issuance in Euro
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5
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Section 1.6
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Optional Redemption
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5
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Section 1.7
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Offer to Repurchase Upon Change of Control Triggering Event
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6
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Section 1.8
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Payment of Additional Amounts
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7
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Section 1.9
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Redemption for Tax Reasons
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8
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ARTICLE II
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||
MISCELLANEOUS
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||
Section 2.1
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Business Day
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9
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Section 2.2
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Confirmation of Indenture
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9
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Section 2.3
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Concerning the Trustee
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9
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Section 2.4
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Governing Law
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9
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Section 2.5
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Separability
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9
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Section 2.6
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Duplicate Originals
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9
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Section 2.7
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No Benefit
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9
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Exhibit A
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FORM OF NOTE
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BECTON DICKINSON EURO FINANCE S.À R.L.
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as the Company
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||
By:
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/s/ Alessandro Luino | |
Name:
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Alessandro Luino
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Title:
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Class A Manager
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BECTON, DICKINSON & COMPANY
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as the Guarantor
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By:
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/s/ Christopher Reidy | |
Name:
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Christopher Reidy
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Title:
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Executive Vice President, Chief Financial Officer and Chief Administrative Officer
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
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||
as Trustee
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||
By:
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/s/ Julie Hoffman-Ramos
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Name:
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Julie Hoffman-Ramos
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Title:
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Vice President
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No. [ ]
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€[ ]
|
CUSIP No.: [ ]
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|
ISIN No. [ ]
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Common Code: [ ]
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|
Financial Short Name: [ ]
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Classification of Financial Instruments Code: [ ]
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BECTON DICKINSON EURO FINANCE S.À R.L.
|
||
as the Company
|
||
By:
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||
Name:
|
||
Title:
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
|
||
as Trustee
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||
By:
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||
Authorized Signatory
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1. |
Method of Payment. Payment of the principal of and interest on this Note
will be made at the office or agency of the Company maintained for that purpose in the City of London, England, which shall be initially the corporate trust office of The Bank of New York Mellon, London Branch, located at One Canada Square,
London E14 5AL.
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2. |
Paying Agent and Registrar. Initially, The Bank of New York Mellon, London
Branch will act as Paying Agent. The Bank of New York Mellon Trust Company, N.A. will initially act as Registrar for the Notes. The Company may change any Paying Agent upon notice to the Trustee.
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3. |
Indenture. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (“TIA”) as in effect on the date the
Indenture is qualified. The Notes are subject to all such terms, and holders of such Notes are referred to the Indenture and TIA for a statement of such terms. In the event of a conflict between the terms of the Notes and the terms of the
Indenture, the terms of the Indenture shall prevail. The Notes are senior unsecured obligations of the Company.
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4. |
Issuance in Euro. Initial Holders of the Notes will be required to pay for
the Notes in euros, and principal, premium, if any, and interest payments on the Notes, including any payments made upon any redemption of the Notes, will be payable in euros. If, on or after February 9, 2021, the euro is unavailable to the
Company or, in the case of the Guarantee, the Guarantor, due to the imposition of exchange controls or other circumstances beyond the Company’s or the Guarantor’s control or the euro is no longer used by the then member states of the
European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions within the international banking community, then all payments in respect of the Notes or the Guarantee will be
made in U.S. dollars until the euro is again available to the Company or, in the case of the Guarantees, the Guarantor, or so used. The amount payable on any date in euro will be converted into U.S. dollars at the rate mandated by the U.S.
Federal Reserve Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most recent euro/U.S.
dollar exchange rate available on or prior to the second Business Day prior to the relevant payment date, as determined by the Company in its sole discretion. Any payment in respect of the Notes so made in U.S. dollars will not constitute
an Event of Default under the Notes or the Indenture governing the Notes. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
|
5. |
Optional Redemption. The Notes are redeemable as a whole or in part at the
option of the Company at any time prior to [ ] ([ ] months prior to the maturity date) at a redemption price, as determined by the Company, equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and
(ii) the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed, discounting such payments to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond
Rate, plus [ ] basis points, plus accrued and unpaid interest to, but excluding the date of redemption on the principal balance of the Notes being redeemed. [At any time on or after [ ] ([ ] months prior to their maturity
date), the Notes shall be redeemable as a whole or in part at the option of the Company at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to the date of redemption on
the principal balance of the Notes being redeemed.]
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6. |
Offer to Repurchase Upon Change of Control Triggering Event. Holders of
the Notes may, under the circumstances specified in the Indenture, have the right to require the Company to purchase all or a portion of their Notes (in integral multiples of €1,000) pursuant to a Change of Control Offer. Holders of Notes
electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” below completed, to the Paying Agent at the address specified in
the notice, or transfer their Notes to the Trustee by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The
Change of Control Offer may be accepted for less than the entire principal amount of a Note, but in that event the principal amount of such Note remaining outstanding after repurchase must be equal to €100,000 or an integral multiple of
€1,000 in excess thereof.
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7. |
Transfers; Exchanges. Upon the presentment for registration of transfer of
this Note at the office or agency of the Company or the Guarantor designated for such purpose pursuant to the Indenture, a new Note or Notes of authorized denominations for an equal aggregate principal amount shall be issued to the
transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith.
|
8. |
Payment of Additional Amounts and Redemption for Tax Reasons. The
provisions of Sections 1.8 and 1.9 of the Supplemental Indenture shall apply to the Notes. Whenever the payment of the principal of or interest or any other amounts on, or in respect of, this Note is mentioned, in any context, such mention
shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the terms of the Indenture, and express mention of
the payment of Additional Amounts in any provision of this series of Notes shall not be construed as excluding the payment of Additional Amounts in those provisions where such express mention is not made.
|
9. |
Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in the denominations of €100,000 or any integral multiple of €1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Notes may be presented for exchange
or for registration of transfer (duly endorsed or with the form of transfer endorsed thereon duly executed if so required by the Company or the Security Registrar) at the office or agency of the Company or the Guarantor designated for such
purpose pursuant to the Indenture. No service charge shall be made for any registration of transfer or exchange, but a Holder of such Notes may be required to pay any applicable taxes or other governmental charges.
|
10. |
Persons Deemed Owners. The registered holder of a Note will be treated as
its owner for all purposes. Only registered holders will have rights under the Indenture governing the Notes.
|
11. |
Repayment to the Company. Subject to the terms of the Indenture, any funds
deposited with the Trustee or Paying Agent, or then held by the Company, in trust for the payment of the principal of and any interest on any Security of any series and remaining unclaimed for two years after such principal and any interest
has become due and payable shall be paid to the Company upon written request by the Company, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.
|
12. |
Amendments, Supplements and Waivers. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities of any series at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the outstanding Securities of such series, each series voting separately. The Indenture also contains provisions permitting the Holders
of a majority in aggregate principal amount of the outstanding Securities, on behalf of the Holders of all the Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver
by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
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13. |
Defaults and Remedies. In case an Event of Default, as defined in the
Indenture, with respect to the Notes shall have occurred and be continuing, the principal hereof and interest hereon may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
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14. |
Trustee, Paying Agent and Registrar May Hold Securities. The Trustee,
subject to certain limitations imposed by the TIA, or any Paying Agent or Security Registrar, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not Trustee,
Paying Agent or Security Registrar.
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15. |
No Recourse Against Others. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director or
employee, as such, of the Company, the Guarantor or of any of either of their respective successors, either directly or through the Company or the Guarantor or any successor, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such personal liability being expressly waived and released by the acceptance of the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities.
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16. |
Discharge of Indenture. The Indenture contains certain provisions
pertaining to discharge and defeasance, which provisions shall for all purposes have the same effect as if set forth herein.
|
17. |
Authentication. This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to on the reverse hereof.
|
18. |
Guarantee. This Note is fully and unconditionally guaranteed by the
Guarantor, as provided in Article 10 of the Base Indenture and Section 1.4 of the Supplemental Indenture.
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19. |
Governing Law. The laws of the State of New York shall govern the Base
Indenture, the Supplemental Indenture and this Note. The provisions of articles 470-1 to 470-19 (inclusive) of the Luxembourg law of 10 August 1915 on commercial companies, as amended, are expressly excluded.
|
Date:
|
Your Signature
|
|||
(Sign exactly as your name appears on the face of this Note)
|
||||
Tax I.D. Number:
|
||||
BECTON, DICKINSON AND COMPANY
|
||
By:
|
||
Name:
|
||
Title:
|
No. 1
|
€600,000,000
|
CUSIP No.: 07589L AD9
|
|
ISIN No. XS2298459426
|
|
Common Code: 229845942
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Financial Short Name: BECTON DICKINSO/ASST BKD 22001231
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Classification of Financial Instruments Code: DAFNFR
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BECTON DICKINSON EURO FINANCE S.À R.L.
|
||
as the Company
|
||
By:
|
/s/ Alessandro Luino
|
|
Name:
|
Alessandro Luino
|
|
Title:
|
Class A Manager
|
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
|
||
as Trustee
|
||
By:
|
/s/ Julie H. Ramos
|
|
Authorized Signatory
|
1. |
Method of Payment. Payment of the principal of and interest
on this Note will be made at the office or agency of the Company maintained for that purpose in the City of London, England, which shall be initially the corporate trust office of The Bank of New York Mellon, London Branch, located at One
Canada Square, London E14 5AL.
|
2. |
Paying Agent and Registrar. Initially, The Bank of New York
Mellon, London Branch will act as Paying Agent. The Bank of New York Mellon Trust Company, N.A. will initially act as Registrar for the Notes. The Company may change any Paying Agent upon notice to the Trustee.
|
3. |
Indenture. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (“TIA”) as in effect on the
date the Indenture is qualified. The Notes are subject to all such terms, and holders of such Notes are referred to the Indenture and TIA for a statement of such terms. In the event of a conflict between the terms of the Notes and the terms
of the Indenture, the terms of the Indenture shall prevail. The Notes are senior unsecured obligations of the Company.
|
4. |
Issuance in Euro. Initial Holders of the Notes will be
required to pay for the Notes in euros, and principal, premium, if any, and interest payments on the Notes, including any payments made upon any redemption of the Notes, will be payable in euros. If, on or after February 9, 2021, the euro
is unavailable to the Company or, in the case of the Guarantee, the Guarantor, due to the imposition of exchange controls or other circumstances beyond the Company’s or the Guarantor’s control or the euro is no longer used by the then
member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions within the international banking community, then all payments in respect of the Notes or
the Guarantee will be made in U.S. dollars until the euro is again available to the Company or, in the case of the Guarantees, the Guarantor, or so used. The amount payable on any date in euro will be converted into U.S. dollars at the rate
mandated by the U.S. Federal Reserve Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the
most recent euro/U.S. dollar exchange rate available on or prior to the second Business Day prior to the relevant payment date, as determined by the Company in its sole discretion. Any payment in respect of the Notes so made in U.S. dollars
will not constitute an Event of Default under the Notes or the Indenture governing the Notes. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
|
5. |
Optional Redemption. The Notes are redeemable as a whole or in part at the option of the Company at any time prior to November 12, 2035 (three months prior to the maturity date) at a redemption
price, as determined by the Company, equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed, discounting
such payments to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate, plus 25 basis points, plus accrued and unpaid interest to, but excluding the date of redemption on the
principal balance of the Notes being redeemed. At any time on or after November 12, 2035 (three months prior to their maturity date), the Notes shall be redeemable as a whole or in part at the option of the Company at a redemption price
equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to the date of redemption on the principal balance of the Notes being redeemed.
|
6. |
Offer to Repurchase Upon Change of Control Triggering Event.
Holders of the Notes may, under the circumstances specified in the Indenture, have the right to require the Company to purchase all or a portion of their Notes (in integral multiples of €1,000) pursuant to a Change of Control Offer. Holders
of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” below completed, to the Paying Agent at the address
specified in the notice, or transfer their Notes to the Trustee by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control
Payment Date. The Change of Control Offer may be accepted for less than the entire principal amount of a Note, but in that event the principal amount of such Note remaining outstanding after repurchase must be equal to €100,000 or an
integral multiple of €1,000 in excess thereof.
|
7. |
Transfers; Exchanges. Upon the presentment for registration
of transfer of this Note at the office or agency of the Company or the Guarantor designated for such purpose pursuant to the Indenture, a new Note or Notes of authorized denominations for an equal aggregate principal amount shall be issued
to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith.
|
8. |
Payment of Additional Amounts and Redemption for Tax Reasons.
The provisions of Sections 1.8 and 1.9 of the Supplemental Indenture shall apply to the Notes. Whenever the payment of the principal of or interest or any other amounts on, or in respect of, this Note is mentioned, in any context, such
mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the terms of the Indenture, and express
mention of the payment of Additional Amounts in any provision of this series of Notes shall not be construed as excluding the payment of Additional Amounts in those provisions where such express mention is not made.
|
9. |
Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in the denominations of €100,000 or any integral multiple of €1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Notes may be
presented for exchange or for registration of transfer (duly endorsed or with the form of transfer endorsed thereon duly executed if so required by the Company or the Security Registrar) at the office or agency of the Company or the
Guarantor designated for such purpose pursuant to the Indenture. No service charge shall be made for any registration of transfer or exchange, but a Holder of such Notes may be required to pay any applicable taxes or other governmental
charges.
|
10. |
Persons Deemed Owners. The registered holder of a Note will
be treated as its owner for all purposes. Only registered holders will have rights under the Indenture governing the Notes.
|
11. |
Repayment to the Company. Subject to the terms of the
Indenture, any funds deposited with the Trustee or Paying Agent, or then held by the Company, in trust for the payment of the principal of and any interest on any Security of any series and remaining unclaimed for two years after such
principal and any interest has become due and payable shall be paid to the Company upon written request by the Company, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon
cease.
|
12. |
Amendments, Supplements and Waivers. The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities of any series at any time by the Company,
the Guarantor and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the outstanding Securities of such series, each series voting separately. The Indenture also contains provisions permitting the
Holders of a majority in aggregate principal amount of the outstanding Securities, on behalf of the Holders of all the Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or
waiver by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or
in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
|
13. |
Defaults and Remedies. In case an Event of Default, as
defined in the Indenture, with respect to the Notes shall have occurred and be continuing, the principal hereof and interest hereon may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
|
14. |
Trustee, Paying Agent and Registrar May Hold Securities. The
Trustee, subject to certain limitations imposed by the TIA, or any Paying Agent or Security Registrar, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not
Trustee, Paying Agent or Security Registrar.
|
15. |
No Recourse Against Others. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer,
director or employee, as such, of the Company, the Guarantor or of any of either of their respective successors, either directly or through the Company or the Guarantor or any successor, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such personal liability being expressly waived and released by the acceptance of the Securities by the Holders thereof and as part
of the consideration for the issue of the Securities.
|
16. |
Discharge of Indenture. The Indenture contains certain
provisions pertaining to discharge and defeasance, which provisions shall for all purposes have the same effect as if set forth herein.
|
17. |
Authentication. This Note shall not be valid or become
obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to on the reverse hereof.
|
18. |
Guarantee. This Note is fully and unconditionally guaranteed
by the Guarantor, as provided in Article 10 of the Base Indenture and Section 1.4 of the Supplemental Indenture.
|
19. |
Governing Law. The laws of the State of New York shall govern
the Base Indenture, the Supplemental Indenture and this Note. The provisions of articles 470-1 to 470-19 (inclusive) of the Luxembourg law of 10 August 1915 on commercial companies, as amended, are expressly excluded.
|
Date:
|
Your Signature
|
|||
(Sign exactly as your name appears on the face of this Note)
|
||||
Tax I.D. Number:
|
||||
BECTON, DICKINSON AND COMPANY
|
|||
By:
|
/s/ Christopher Reidy
|
||
Name:
|
Christopher Reidy
|
||
Title:
|
Executive Vice President, Chief Financial Officer and Chief Administrative Officer
|
(i) |
The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New Jersey, with power and authority (corporate and other) to own its properties and conduct its business as
described in the Prospectus.
|
(ii) |
The Underwriting Agreement and the Indenture have been duly authorized, executed and delivered by the Company.
|
(iii) |
The issue of the Guarantee and the compliance by the Company with all of the provisions of the Indenture applicable thereto, and the consummation of the transactions therein contemplated, will not conflict with or result in a breach or
violation of any statute or any order, rule or regulation known to me of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties.
|
/s/ Gary DeFazio | |
Gary DeFazio
|
|
Senior Vice President, Corporate Secretary and Associate General Counsel
|
office address
|
18-20, rue Edward Steichen
L-2540 LUXEMBOURG
|
|
telephone
|
+352 466 230 208
|
|
fax
|
+352 466 234
|
|
internet
|
loyensloeff.lu
|
re
|
Luxembourg law legal opinion – Becton Dickinson Euro Finance S.à r.l. – Exhibit 5 opinion
|
reference
|
70139232
|
1 |
INTRODUCTION
|
2 |
DEFINITIONS
|
2.1 |
Capitalised terms which are not otherwise defined herein are used as defined in the Schedules to this opinion letter.
|
2.2 |
In this opinion letter:
|
3 |
SCOPE OF INQUIRY
|
3.1 |
For the purpose of rendering this opinion letter, we have only examined and relied upon electronically transmitted copies of the executed Opinion Documents,
electronically transmitted copies of the Offering Documents and electronically transmitted copies of the documents listed in paragraph 3 (Organisational Documents) of Schedule 2 (Reviewed Documents).
|
3.2 |
We have not reviewed any documents incorporated by reference or referred to in the Opinion Documents (unless included as an Opinion Document) and therefore our opinions
do not extend to such documents.
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4 |
NATURE OF OPINION
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4.1 |
We only express an opinion on matters of Luxembourg law in force on the date of this opinion letter, excluding unpublished case law. We undertake no obligation to
update it or to advise of any changes in such laws or case law, their construction or application.
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4.2 |
Except as expressly stated in this opinion letter, we do not express an opinion on public international law or on the rules of, or promulgated under, any treaty or by
any treaty organisation or European law (save for rules implemented into Luxembourg law or directly applicable in Luxembourg), on regulatory and tax matters (including EMIR, AIFMD, MiFID II, MiFIR, SFTR, the Securitisation Regulation and DAC
6 (including, in each case, their respective EU and national delegated or implementing legislation or regulation)), as well as on transfer pricing, competition, GDPR, accounting or administrative law, sanction laws and regulations or as to
the consequences thereof.
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4.3 |
Our opinion is strictly limited to the matters stated herein. We do not express any opinion on matters of fact, on the commercial and other non-legal aspects of the
transactions contemplated by the Opinion Documents and on any representations, warranties or other information included in the Opinion Documents and any other document examined in connection with this opinion letter, except as expressly
stated in this opinion letter. We have made no investigation in the Luxembourg register of beneficial owners.
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4.4 |
We express no opinion in respect of the validity and enforceability of the Opinion Documents.
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4.5 |
We express no opinion with respect to the Offering Documents nor as regards the accuracy, truth or completeness of the information contained therein except as expressly
stated in this opinion letter.
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4.6 |
In this opinion letter Luxembourg legal concepts are sometimes expressed in English terms and not in their original French or German terms. The concepts concerned may
not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions.
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4.7 |
This opinion letter may only be relied upon under the express condition that any issue of interpretation of this opinion letter or liability arising hereunder will be
governed by Luxembourg law and be brought exclusively before the Courts of the District of Luxembourg-City.
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4.8 |
This opinion letter is issued by Loyens & Loeff Luxembourg SARL and may only be relied upon under the express condition that any liability of Loyens & Loeff
Luxembourg SARL is limited to the amount paid out under its professional liability insurance policies. Only Loyens & Loeff Luxembourg SARL can be held liable in connection with this opinion letter.
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5 |
OPINIONS
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5.1 |
Corporate status
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5.2 |
Corporate power
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5.3 |
Due authorisation
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5.4 |
Due execution
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6 |
ADDRESSEES
|
6.1 |
This opinion letter is addressed to you and may only be relied upon by you in connection with the transactions to which the Opinion Documents relate and may not be
disclosed to and relied upon by any other person without our prior written consent.
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6.2 |
We hereby consent to the filing of this opinion as Exhibit 5 to the Current Report of Form 8-K. In giving this consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC thereunder.
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Yours faithfully,
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||
Loyens & Loeff Luxembourg SARL
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/s/ Cédric Raffoul
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/s/ Frederic Franckx
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Cédric Raffoul
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Frederic Franckx
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Avocat à la Cour
|
Avocat à la Cour
|
(1) |
Becton, Dickinson and Company
|
(2) |
Becton Dickinson Euro Finance S.à r.l.
|
1 |
OFFERING DOCUMENTS
|
2 |
OPINION DOCUMENTS
|
2.1 |
an indenture, dated 17 May 2019, governed by the laws of the State of New York, entered into by and between, amongst others, the Company as issuer, Becton, Dickinson
and Company as guarantor and The Bank of New York Mellon Company N.A. as trustee, (the Base Indenture) pursuant to which the Notes are issued;
|
2.2 |
a supplemental indenture, dated 12 February 2021, governed by the laws of the State of New York, entered into by and between, the Company as issuer, the Guarantor and
The Bank of New York Mellon Trust Company N.A. as trustee, pursuant to which the Notes are issued (the Supplemental Indenture, and
together with the Base Indenture, the Indenture);
|
2.3 |
an underwriting agreement, dated 9 February 2021, governed by the laws of the State of New York, entered into by and between, amongst others, the Company as issuer,
Becton, Dickinson and Company as guarantor and the Underwriters party thereto (the Underwriting Agreement);
|
2.4 |
one global notes representing the Notes, governed by the laws of the State of New York, each dated 12 February 2021, issued by the Company (the Global Notes).
|
3 |
ORGANISATIONAL DOCUMENTS
|
3.1 |
RCS Documents
|
3.1.1 |
An excerpt pertaining to the Company delivered by the RCS dated 12 February 2021
(the Excerpt). |
3.1.2 |
A certificate of absence of a judicial decision pertaining to the Company delivered by the RCS dated 12 February 2021, with respect to the situation of the Company as
at 11 February 2021 (the RCS Certificate).
|
3.2 |
Corporate Documents
|
3.3 |
Resolutions
|
3.3.1 |
The minutes of the meeting of the board of managers of the Company dated 13 May 2019 in relation to the Offering Documents (the Resolutions).
|
3.3.2 |
The minutes of the meeting of the board of managers of the Company dated 9 February 2021 in relation to the Offering Documents (the Resolutions).
|
1 |
DOCUMENTS
|
1.1 |
All signatures are genuine, all original documents are authentic and all copies are complete and conform to the originals.
|
1.2 |
The information contained and the statements made in the Excerpt, the RCS Certificate and the Resolutions are true, accurate and complete at the Relevant Date.
|
2 |
INCORPORATION, EXISTENCE, CORPORATE POWER
|
2.1 |
There were no defects in the incorporation process of the Company (not appearing on the face of the Deed of Incorporation). The Articles are in full force and effect on
the Relevant Date.
|
2.2 |
The Company has its central administration (administration centrale)
and has its centre of main interest (as described in the Insolvency Regulation) in Luxembourg and does not have an establishment (as described in the Insolvency Regulation) outside Luxembourg.
|
2.3 |
The Company complies with and adheres to all laws and regulations on the domiciliation of companies.
|
2.4 |
The issue of Debt Securities, the execution, entry into and performance by the Company of the Opinion Documents, and the transactions in connection therewith (a) are in
its corporate interest, (b) with the intent of pursuing profit (but lucratif) and (c) serving the corporate object of the Company.
|
3 |
AUTHORISATIONS
|
3.1 |
The Resolutions (a) correctly reflect the resolutions adopted by the board of managers of the Company, (b) have been validly adopted, with due observance of the
Articles and any applicable by-laws and (c) are in full force and effect.
|
3.2 |
The Company is not under any contractual obligation to obtain the consent, approval, co-operation, permission or otherwise of any third party or person in connection
with the execution of, entry into, and performance of its obligations under, the Opinion Documents and the issuance of the Notes.
|
4 |
EXECUTION
|
4.1 |
The Opinion Documents have in fact been signed on behalf of the Company by the persons authorised to that effect.
|
4.2 |
All individuals having signed the Reviewed Documents and the Opinion Documents have legal capacity and power under all relevant laws and regulations to do so.
|
5 |
REGULATORY
|
6 |
ISSUE OF DEBT SECURITIES
|
6.1 |
The Notes will only be offered pursuant to an exemption from the requirement to draw up a prospectus in accordance with the EU Prospectus Regulation (EU 2017/1129) and
the relevant implementing measures in any member state or the Notes will only be offered or in circumstances which do not constitute an offer of securities to the public within the meaning of the EU Prospectus Regulation.
|
6.2 |
The Notes will not be listed on any market operated by the Luxembourg Stock Exchange.
|
6.3 |
The Notes are issued in registered form only.
|
6.4 |
The Global Notes will be executed, authenticated and delivered,
and the Notes will be subscribed, paid for, issued and registered in accordance with the terms of the Opinion Documents.
|
7 |
MISCELLANEOUS
|
7.1 |
Each transaction entered into pursuant to, or in connection with, the Opinion Documents and all payments and transfers made by, on behalf of, or in favour of, the
Company are made at arm’s length and in accordance with market practice.
|
7.2 |
Each party to the Opinion Documents entered into and will perform its obligations under the Opinion Documents in good faith, for the purpose of carrying out its
business and without any intention to defraud or deprive of any legal benefit any other party (including third party creditors) or to circumvent any mandatory law, regulation of any jurisdiction or contractual arrangements.
|
7.3 |
There are no provisions in the laws of any jurisdiction outside Luxembourg or in the documents mentioned in the Opinion Documents, which would adversely affect, or
otherwise have any negative impact on this opinion letter.
|
1 |
INSOLVENCY
|
2 |
ACCURACY OF INFORMATION
|
2.1 |
Corporate documents of, and court orders affecting, the Company may not be available at the RCS forthwith upon their execution and filing and there may be a delay in
the filing and publication of the documents or notices related thereto. We express no opinion as to the consequences of any failure by the Company to comply with its filing, notification, reporting and publication obligations.
|
2.2 |
Documents relating to a Luxembourg company the publication of which is required by law will only be valid towards third parties from the day of their publication with
the Electronic Register of Companies and Associations (Recueil Electronique des Sociétés et Associations), unless the company proves that
the relevant third parties had prior knowledge thereof. Third parties may however rely upon such documents which have not yet been published. For 15 days following their publication, such documents will not be valid towards third parties who
prove the impossibility for them to have knowledge thereof.
|
2.3 |
The Articles, the Excerpt and the RCS Certificate do not constitute conclusive evidence whether or not a winding-up, administration petition or order has been presented
or made, a receiver has been appointed, an arrangement with creditors has been proposed or approved or any other Insolvency Proceedings have commenced.
|
3 |
INCORPORATION, EXISTENCE AND CORPORATE POWER
|
4 |
POWERS OF ATTORNEY
|
5 |
MISCELLANEOUS
|
5.1 |
We express no opinion on general defences under Luxembourg law, such as duress, deceit (dol) or mistake (erreur).
|
5.2 |
The registration of the Opinion Documents (and/or any documents in connection therewith) with the Registration and Estates Department (Administration de l’enregistrement, des domaines et de la TVA) in Luxembourg is required in case the Opinion Documents (and/or any documents in connection therewith) are (i) enclosed to a deed which is compulsorily registrable (acte obligatoirement enregistrable) or (ii) deposited with the official records of a notary (déposé au rang des minutes d’un notaire). Even if registration is not required by law, the Opinion Documents (and/or any documents in connection therewith) can also be produced for
registration (présenté à l’enregistrement). In case of registration, registration duties will apply in the form of a fixed amount or an ad valorem amount depending on the nature of the document. The Luxembourg courts or the official Luxembourg authority may require that the
Opinion Documents (and any documents in connection therewith) is translated into French, German or Luxembourgish.
|
|
Skadden, Arps, Slate, Meagher & Flom llp
ONE MANHATTAN WEST
NEW YORK, NY 10001
________
TEL: (212) 735-3000
FAX: (212) 735-2000
www.skadden.com
|
FIRM/AFFILIATE OFFICES
-----------
BOSTON
CHICAGO
HOUSTON
LOS ANGELES
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
-----------
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MOSCOW
MUNICH
PARIS
C3O PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
|
Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, NJ 07417-1880
|
Becton Dickinson Euro Finance S.à r.l.
412F, route d’Esch
L-1471 Luxembourg
|
RE:
|
Becton, Dickinson and Company and
|
|
Becton Dickinson Euro Finance S.à r.l.
|
||
Registration Statement on Form S-3
|