Baxter Increases the Size of Its Previously Announced Offer to Exchange Shares of Baxter for Shares of Baxalta
04 Mai 2016 - 11:25PM
Business Wire
Baxter International Inc. (NYSE: BAX) (''Baxter'') announced
today that it has increased the size of its offer to exchange
shares of Baxalta Incorporated (NYSE: BXLT) (''Baxalta'')
common stock that are currently owned by Baxter for shares of
Baxter common stock that are validly tendered and not validly
withdrawn in its previously announced exchange offer. The number of
shares of Baxalta common stock owned by Baxter that are being
offered in the exchange offer has been increased to 13,360,527 from
the original size of 12,800,000 shares of Baxalta common stock.
Except for such increase in the size of the offer to exchange, all
other terms and conditions of the offer to exchange, as previously
announced, remain unchanged.
The number of shares of Baxter common stock that will be
accepted in the exchange offer will depend on the final exchange
ratio and the number of shares of Baxter common stock tendered. The
final exchange ratio determining the number of shares of Baxalta
common stock participating stockholders will receive for each share
of Baxter common stock accepted in the exchange offer will be
announced in a press release no later than 9:00 a.m., New York City
time, on the trading day preceding the expiration date of the
exchange offer (unless the exchange offer is extended). The
exchange offer will expire at 11:59 p.m., New York City time, on
May 18, 2016, unless terminated or extended.
For more information about Baxter’s split-off exchange offer,
please contact the information agent, D.F. King.
Baxter International Inc. (NYSE: BAX) provides a broad portfolio
of essential renal and hospital products, including home, acute and
in-center dialysis; sterile IV solutions; infusion systems and
devices; parenteral nutrition; biosurgery products and anesthetics;
and pharmacy automation, software and services. Baxter’s global
footprint and the critical nature of its products and services play
a key role in expanding access to healthcare in emerging and
developed countries. Baxter’s employees worldwide are building upon
Baxter’s rich heritage of medical breakthroughs to advance the next
generation of healthcare innovations that enable patient care.
This press release includes forward-looking statements,
including with respect to the completion of the exchange offer. Use
of the words ''may,'' ''will,'' ''would,'' ''could,'' ''should,''
''believes'' or the negative of those words or other similar
expressions is intended to identify forward-looking statements that
represent our current judgment about possible future events. All
statements in this press release, other than statements of
historical facts, are forward-looking statements that involve
certain risks and uncertainties. Factors that could cause actual
results or events to differ materially from those anticipated
include the matters described in Baxter’s and Baxalta’s filings
with the Securities and Exchange Commission (the “SEC”). All of the
forward-looking statements made in this press release are qualified
by these cautionary statements, and there can be no assurance that
the actual results or developments anticipated will be realized or,
even if realized, that they will have the expected consequences to
or effects on Baxter or Baxalta or their respective subsidiaries or
businesses or operations. Baxter undertakes no obligation to update
publicly or otherwise revise any forward-looking statements,
whether as a result of new information, future events, or other
such factors that affect the subject of these statements, except
where we are expressly required to do so by law.
Important Notices and Additional Information
In connection with the proposed transaction, Baxalta has filed
with the SEC a registration statement on Form S-4 containing a
prospectus and Baxter has filed with the SEC a Schedule TO, which
more fully describe the terms and conditions of the exchange offer.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION
STATEMENT, PROSPECTUS, SCHEDULE TO AND THE AMENDMENTS TO THESE
DOCUMENTS WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT
DOCUMENTS WHEN THEY BECOME AVAILABLE AND BEFORE ANY INVESTMENT
DECISION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. None of
Baxter, Baxalta or any of their respective directors or officers or
the dealer manager appointed with respect to the exchange offer
makes any recommendation as to whether you should participate in
the exchange offer. Investors and security holders may obtain a
free copy of the prospectus and other documents filed by Baxter and
Baxalta with the SEC at the SEC's web site at http://www.sec.gov.
Free copies of these documents and the amendments to them, once
available, and each of the companies’ other filings with the SEC
may also be obtained, as applicable, from Baxter at www.baxter.com
or Baxalta at www.baxalta.com. Documents incorporated by reference
are also available without charge, upon written or oral request to
the information agent, D.F. King & Co., Inc., at 48 Wall
Street, New York, NY 10005 or by calling 1-800-622-1649 (toll-free
in the United States) or 1-212-269-5550 (for banks and brokers). In
order to receive timely delivery of those materials, you must make
your requests no later than five business days before expiration of
the exchange offer.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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version on businesswire.com: http://www.businesswire.com/news/home/20160504006872/en/
Baxter International Inc.Media Contact:Deborah Spak,
(224) 948-2349orInvestor Relations Contact:Clare Trachtman,
(224) 948-3085orInformation Agent:D.F. King &
Co.800-622-1649 (toll-free in the United States)212-269-5550 (for
banks and brokers)
Baxalta Incorporated (NYSE:BXLT)
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