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BD to Acquire TriPath Imaging

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BD (Becton, Dickinson and Company) has announced that it has signed a definitive agreement to acquire the 93.5% of the outstanding shares of TriPath Imaging which BD does not currently own, for a cash purchase price of $9.25 per share, or approximately $350 million.

The acquisition is expected to be completed by the end of BD's first fiscal quarter 2007 following the satisfaction of the conditions to the closing that include antitrust clearance and other customary conditions, and the requisite approval by the TriPath Imaging shareholders.

TriPath Imaging has agreed to use its efforts to hold a special meeting of its shareholders, as promptly as practicable, for the purpose of considering the acquisition and to file a proxy statement and solicit proxies in favor of its approval.

Researchers worldwide use BD's flow cytometry systems for detection of lymphoma and leukemia, and these systems and related products fit well with TriPath Imaging's diagnostics testing requirements.

In addition to its existing cervical cancer screening technology, TriPath Imaging is developing molecular screening tools in the areas of breast, cervical, ovarian and prostate cancers.

"Expanding BD's presence in cancer diagnostics is a key element of our strategy to drive revenue growth through innovation," stated Edward J. Ludwig, Chairman, President and Chief Executive Officer of BD.

"Cancer remains one of the highest causes of death in the world. We believe that this acquisition positions BD to have significant impact in the marketplace and to advance treatments through more accurate and timely diagnosis, in line with our purpose of helping all people live healthy lives."

The combination of BD's and TriPath Imaging's biomarkers, sample acquisition/processing, reagent systems and instrumentation technologies will provide BD with the technological foundation for oncology management in cancer centers, hospitals and laboratories worldwide.

These oncology management products are intended to span cancer screening, diagnosis, prognosis and therapy monitoring.

"We see two business opportunities arising from this acquisition," said Vincent A. Forlenza, BD Executive Vice President.

"First, to continue driving TriPath Imaging's cervical cancer screening business, and second, to align their innovative new technologies with BD's existing business strategies."

"This acquisition is a natural complement to ongoing bio-marker research programs within BD, with the potential to leverage BD instrumentation."

As previously stated in BD's August 14, 2006 press release relating to its submission of a proposal to acquire TriPath, the acquisition is expected to be minimally dilutive to BD's fiscal 2007 earnings (excluding an anticipated charge for in-process research and development).

BD will provide guidance for fiscal 2007 during its fiscal fourth quarter earnings call on November 2, 2006.

BD senior management will address this announcement at two upcoming investor healthcare conferences.

Remarks will be webcast live and can be accessed from the BD corporate website and will be available for replay for one week from the date of the presentation.

Vincent A. Forlenza, Executive Vice President, will present at the Thomas Weisel Partners Healthcare Conference 2006 at 9:45 a.m. (ET).

Edward J. Ludwig, Chairman, President and Chief Executive Officer, will present at the Bear Stearns 19th Annual Healthcare Conference on Tuesday, September 12, 2006 at 2:00 p.m. (ET).