Tyco To Acquire C.R. Bard

and service company, and C. R. Bard, Inc. (NYSE-BCR), a leading multinational developer, manufacturer and marketer of health care products,

today announced that they have entered into a definitive agreement, pursuant to which a subsidiary of Tyco will acquire C. R. Bard. The transaction is valued at approximately $3.2 billion, including the assumption of net debt,

based on Tyco's May 29, 2001 closing share price on the New York Stock Exchange of $57.00. Bard shareholders will receive Tyco shares valued, just

prior to the Bard shareholder vote, at $60.00 for each share of Bard, subject to an adjustment, were Tyco stock to trade below $50 during a

measurement period (see attached table). Bard, which had full year 2000 revenues of $1.1 billion, is a leading medical devices manufacturer of products used for vascular, urological and oncological diagnosis and

intervention, as well as surgical specialties.

L. Dennis Kozlowski, Tyco's Chairman and Chief Executive Officer commented: "Bard provides an excellent strategic fit with Tyco Healthcare,

significantly enhancing our worldwide medical devices business." Mr. Kozlowski added: "Bard's four flagship franchises offer major new growth

opportunities, making us more competitive and enabling us to better serve our customers, by broadening our product offerings. Also, we will use our existing international infrastructure to expand the distribution of Bard's products overseas. Like our other acquisitions, Bard will generate long-term, sustainable revenue growth and operating efficiencies."

In joining Tyco Healthcare, Bard joins a family of distinguished world-class brands such as Kendall, US Surgical, Sherwood and Mallinckrodt. Tyco Healthcare has a track record of successfully building leadership positions

in the health care industry through organic growth as well as acquisitions.

The acquisition will provide Tyco Healthcare with a robust new product pipeline, including new hernia repair, GERD treatment, prostate cancer and

peripheral vascular disease products, as well as platforms for future acquisitions and distribution agreements. Mr. Kozlowski added: "Bard also offers substantial cost synergies through leveraging administrative costs as well as gaining efficiencies in manufacturing, distribution and purchasing. The transaction will be immediately accretive to Tyco's earnings and free cash flow per share. The acquisition will provide ongoing benefit to our customers and shareholders."

William H. Longfield, Chairman and Chief Executive Officer of C. R. Bard, Inc., said: "This transaction provides exceptional value for our shareholders. Bard can achieve wider global distribution and recognition as

part of the distinguished Tyco Healthcare product lines. Bard's management and Board of Directors are very excited about the new strengths and

opportunities that the combination with Tyco Healthcare presents to Bard and

its employees."

The transaction, which will be accounted for as a purchase, is contingent upon customary regulatory review and approval by Bard shareholders. The

Boards of Directors of both companies have approved the transaction, which is expected to be tax-free to shareholders of C. R. Bard. Under the terms of the agreement, Bard shareholders will receive Tyco stock equivalent to

$60.00 for each share of Bard, subject to an adjustment, described in the accompanying summary. The number of Tyco shares they receive will be based on the volume weighted average prices of Tyco shares on the New York Stock

Exchange for the five consecutive trading days ending on the third trading day immediately preceding Bard's shareholders meeting.