Becton Dickinson and Company Announces Planned Acquisition of Clontech Laboratories, Inc.

FRANKLIN LAKES, N.J.--(BW HealthWire)--April 28, 1999--

Becton Dickinson and Company (NYSE:BDX) announced today that an agreement has been reached to acquire Clontech Laboratories, Inc., in a stock-for-stock exchange valued at approximately $200 million. Clontech Laboratories, Inc., is a privately-held company serving the life sciences market in the areas of gene-based drug discovery technology and molecular biology research. The companies expect to complete the transaction by June 30, 1999, following receipt of required consents and approvals.

"The acquisition of Clontech is part of our worldwide business strategy to significantly expand our presence and impact in the growing areas of molecular biology-based life science research and drug discovery," said Deborah Neff, Worldwide President, BD Biosciences (BDB) in San Jose, California. "Clontech's strong molecular biology position is complementary to BDB's strong position in immunology and cell biology. As such, the Clontech product portfolio will serve to broaden the BDB life science research product line and strengthen the combined businesses' scientific leadership in molecular biology."

Founded in 1984, Clontech is located in Palo Alto, California, and has 330 employees worldwide, with subsidiary offices in Heidelberg, Germany; Basingstoke, U.K.; and Tokyo, Japan. The company offers over 1,800 products within 130 product lines that address scientists' needs in the areas of gene identification, gene expression analysis, functional analysis and target validation for drug discovery. Clontech's 1998 fiscal year (ended 12/31) revenues were $47.8 million. Since 1994, sales have been growing at a 33% compounded annual rate.

"We believe that the merger will allow us to greatly expand the customer base and applications for our key technologies and products. BD's leadership position in the clinical and diagnostic markets will offer us an exciting opportunity to leverage our research tools and technologies to address these areas as well," said Kenneth Fong, Clontech's founder and president. "Clontech has a proven track record of developing fundamental enabling technologies through internal research and development, identifying and acquiring technologies from third parties, and converting novel technologies into commercially viable research tools."

Life sciences research has advanced significantly over the past two decades, facilitating a better understanding of the role of genes in cellular and molecular biological processes and in the origin of diseases. It is now recognized that many diseases are caused by genetic defects, by improper regulation of disease-related genes or by disruption of cellular pathways. Through complementary product portfolios, BDB and Clontech will be uniquely positioned to provide integrated solutions for a variety of scientific needs--in basic and clinical research, as well as drug discovery and development.

Becton Dickinson pioneered leading edge cell analysis in 1973 with the introduction of FACS, the first commercially available fluorescence-activated cell sorter. Since then, the company has become the worldwide leader in flow cytometry instruments and reagents for both research and clinical markets. Included in the company's product line are sophisticated flow cytometers and cell sorters, advanced applications and data management software, and a wide range of reagents that allows users to analyze, isolate, and characterize immune cells from blood and tissue.

Becton Dickinson and Company manufactures and sells a broad range of medical supplies and devices and diagnostic systems for use by health care professionals, medical research institutions, industry and the general public. For the fiscal year ended September 30, 1998, Becton Dickinson had total revenues of $3.1 billion and net income of $236 million. Headquartered in San Jose, California, BDB is one of Becton Dickinson's four worldwide businesses with 1998 revenues of approximately $1 billion.

This press release may contain certain forward-looking statements (as defined under Federal securities laws) regarding the company's performance, including future revenues, products and income, or events or developments that the company expects to occur or anticipates occurring in the future. All such statements are based upon current expectations of the company and involve a number of business risks and uncertainties. Actual results could vary materially from anticipated results described in any forward-looking statement. Factors that could cause actual results to vary materially from any forward-looking statement include, but are not limited to, competitive factors, changes in regional, national or foreign economic conditions, changes in interest or foreign currency exchange rates, delays in product introductions, Year 2000 issues, and changes in health care or other government regulation, as well as other factors discussed herein and in the company's filings with the Securities and Exchange Commission.