SpainSpain

Grifols expands with EUR2.8bn deal

08.06.2010

Barcelona/Triangle Park – Spanish producer of plasma protein therapies Grifols is to acquire US public biopharmaceutical company Talecris, in a deal worth approximately $3.4 billion (EUR2.8 billion). The merger will improve Grifols’ presence in the North American market and under the terms of the agreement, Grifols will acquire all of the common stock of Talecris for $19.00 in cash and 0.641 newly-issued non-voting Grifols’ shares for each Talecris share. This represents an implied price of $26.16 per Talecris share, a premium of 53% to the average closing price of Talecris common stock over the last 30 days. The total implied offer value for Talecris is $3.4bn (EUR2.8bn) and the resulting transaction value, including net debt, is approximately US$4.0 billion (EUR3.3 billion). The newly-issued, non-voting, Grifols shares will be listed on the NASDAQ Global Market and the Mercado Continuo (Spain) and will carry the same dividend and economic rights as Grifols’ ordinary shares. The Boards of Directors of both Grifols and Talecris have unanimously approved the transaction and recommended it to their respective shareholders. The acquisition is expected to generate approximately $230 million in operating synergies from a more efficient plasma collection network, optimized manufacturing sales, marketing and R&D, which Grifols expects to realize over next four years with an associated one-time cost of $100 million. The transaction is expected to be accretive to earnings in the first year and produce meaningful accretion from year two. The combined company will have pro-forma annual revenues of approximately $2.8 billion with 58% coming from North America, 28% from Europe and 14% from the rest of the world.

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