• The taping date for the spin-off is March 22, 2022
  • Trading “on issue” of embecta common stock is expected to commence on March 21, 2022under the “EMBCV” ticker
  • BD expects the embecta spin-off to be completed on April 1, 2022
  • “Regular” trading in embecta common stock is expected to begin on April 1, 2022under the “EMBC” ticker

FRANKLIN LAKES, NJ, March 21, 2022 /PRNewswire/ — BD (Becton, Dickinson and Company) (NYSE: BDX), a leading global medical technology company, today provided additional details regarding the planned spin-off of Embecta Corp. (“embecta”).

Distributions to shareholders

BD has set a record date of March 22, 2022 for the distribution of ordinary shares of embecta. Accordingly, following the spin-off, each BD shareholder will receive one share of embecta common stock for every five shares of BD common stock held at the close of business on March 22, 2022. embecta will not issue fractional shares of its common stock upon distribution. Instead, fractional embecta common stock will be aggregated and sold in the open market, with the net proceeds distributed on a pro rata basis as cash payments to BD shareholders who would otherwise have received fractional ordinary shares of embecta.

Negotiation “on issue”

There is no current market for the common shares of embecta. embecta expects trading in its common stock to begin on an “when issued” basis on or around March 21, 2022, under the symbol “EMBCV” on the Nasdaq Global Select Market. “Once issued”, trading in the embecta common stock will continue until BD distributes the embecta common stock to 12:01 a.m. Eastern Timeto April 1, 2022subject to satisfaction or waiver of the distribution terms described in embecta’s privacy notice, dated February 11th2022. Once the distribution is complete, embecta expects its shares to begin “regular” trading under the symbol “EMBC” on April 1, 2022. Embecta transactions “as issued” are expected to settle after the distribution is complete.

BD expects that, effective on or about March 22, 2022and continuing through March 31, 2022, BD common stock will trade on two markets on the NYSE: a “regular” market under the symbol “BDX” and an “ex-distribution” market under the symbol “BDX WI”. BD common stock trading in the “regular” market will trade with a right to the embecta common stock distributed pursuant to the distribution. Shares that trade in the “ex-distribution” market will trade without entitlement to the embecta common stock being distributed pursuant to the distribution.

BD shareholders who sell their shares in the “regular” market on or before April 1, 2022, will also sell their right to receive the common shares of embecta distributed under the distribution. BD stockholders are encouraged to consult their financial advisors regarding the specific consequences of selling BD common stock on or before April 1, 2022.

Treatment of preferred shares

Only holders of BD common stock as of the close of business on the record date will be entitled to the distribution of embecta common stock in connection with the spin-off. Holders of BD Series B Mandatory Convertible Preferred Shares will not receive embecta common stock upon distribution. Instead, under the terms of those preferred shares, the conversion rate of those preferred shares will be increased as a result of the split. This increase in the conversion ratio will be based on the volume-weighted average price of BD common stock and embecta common stock during the 10 consecutive trading day period following the completion of the spin-off and is described further in detail in the prospectus supplement for the Series B Preferred Shares, dated May 20, 2020filed by BD with the SEC.

Disclosure Statement

No action is required on the part of BD stockholders to receive embecta common stock for distribution under the spin-off. An information statement containing details regarding the spin-off, embecta common stock and the business and management of embecta after completion of the distribution was made available to BD shareholders on February 11th2022. The information statement is also available as an attachment to Form 8-K filed on February 11, 2022 by embecta with the Securities and Exchange Commission. The distribution of embecta ordinary shares remains subject to the satisfaction or waiver of the conditions described in the information notice.

Tax-exempt status of the transaction

BD has received a private letter from the Internal Revenue Service stating that BD’s contribution of diabetes care company assets to embecta and distribution of embecta common stock to BD stockholders will be considered an exempt transaction for US federal income tax purposes. It is important that Shareholders consult their tax advisors regarding the particular consequences of the Demerger to them, including the applicability and effect of any United States federal, state, local and foreign tax laws.

Transaction agent

The distribution agent, transfer agent and registrar of the common shares of embecta will be Computershare Trust Company NA For questions relating to the transfer or the arrangements for the distribution of shares, shareholders may contact Computershare, PO Box 505000, Louisville, Kentucky 40233-5000 or by phone at 877.498.8861. Holders of BD common stock are encouraged to consult their financial advisors regarding the specific implications of selling BD common stock on or before the distribution date.

About comics

BD is one of the world’s largest global medical technology companies and advances the world of healthcare by improving medical discovery, diagnostics and care delivery. The company supports heroes on the front lines of healthcare by developing innovative technologies, services and solutions that help advance both clinical therapy for patients and the clinical process for healthcare providers. BD and its 75,000 employees have a passion and commitment to help improve the safety and efficiency of the clinician care delivery process, enable laboratory scientists to accurately detect disease, and advance capabilities of researchers to develop the next generation of diagnostics and therapies. BD is present in virtually every country and partners with organizations around the world to solve some of the world’s toughest health issues. By working closely with its customers, BD can help improve outcomes, reduce costs, increase efficiency, improve safety and expand access to healthcare. For more information about BD, visit bd.com or join us on LinkedIn at www.linkedin.com/company/bd1/ and Twitter @BDandCo.

About embectas

Upon completion of the planned spin-off of BD’s diabetes care business, embecta will be one of the largest pure-play diabetes management companies in the world. embecta will leverage its nearly 100-year heritage in insulin delivery to enable people with diabetes to live their best lives through innovative solutions, partnerships and the passion of approximately 2,000 employees worldwide . For more information, visit embecta.com.

contacts:


Media:

Investors:

Troy Kirkpatrick

Francesca DeMartino

Vice President, Public Relations

SVP, Head of Investor Relations

858.617.2361

201.847.5743

[email protected]

[email protected]

Forward-looking statementsThis press release contains certain forward-looking statements (as defined by federal securities laws) regarding BD and the proposed spin-off of embecta, including the expected timing of the completion of the spin-off. All such statements are based on BD’s current expectations and involve a number of risks and uncertainties. With respect to the forward-looking statements contained herein, a number of factors could cause actual results to differ materially. These factors include, but are not limited to, risks associated with the impact, timing or terms of the Demerger and the risk that the conditions of the Demerger will not be satisfied and/or the Demerger will not be completed. on time, on terms or not at all, and other factors discussed in BD’s filings and embecta’s filings with the SEC. There can be no assurance that the demerger will actually be completed in the manner described or at all. We do not intend to update forward-looking statements to reflect events or circumstances after the date hereof, except as required by applicable laws or regulations.

COMIC SOURCE (Becton, Dickinson and Company)