Talecris Enters into Definitive Merger Agreement with CSL

RESEARCH TRIANGLE PARK, N.C.--(BUSINESS WIRE)--Aug 12, 2008 - Talecris Biotherapeutics, Inc. (www.talecris.com) today announced that it has signed a definitive merger agreement with CSL under which CSL has agreed to acquire Talecris for $3.1 billion in cash. This amount includes net debt, which as of June 30, 2008 was approximately $1.2 billion, implying an equity value as of that date of about $1.9 billion.

The combination of Talecris and CSL will result in:

-- a combined company with one of the broadest portfolios in the plasma-derived therapeutics industry with key products in each plasma therapeutic area;

-- one of the most robust and efficient plasma collection capabilities in the industry, to better assure supply of plasma for manufacturing essential therapies;

-- expanded and integrated manufacturing with greater efficiency and improved ability to supply therapies;

-- an enhanced R&D pipeline;

-- operating efficiencies that will facilitate further investment in R&D, quality, compliance and plasma collection; and

-- improved and more reliable supply of therapies to patients and customers through efficiencies, avoidance of capacity constraints and more assured plasma supply.

"We are very pleased to have entered into the merger agreement with CSL," said Lawrence D. Stern, Chairman and CEO of Talecris. "We at Talecris have long admired CSL. The opportunity for our employees, customers, distributors, suppliers--and most importantly our patients--to benefit from being part of the CSL family is exciting, and is a testament to the quality and strength of Talecris' relationships with its stakeholders. At the same time, the transaction represents a good return for our shareholders, many of whom are our employees."

"We believe Talecris has demonstrated a track record of the utmost integrity and ethics, and has some of the most widely used, life-enhancing plasma-derived therapies available," said Dr. Brian A McNamee, Chief Executive Officer and Managing Director of CSL. "Patients count on Talecris to provide them with the therapies they need. We are committed to growing and enhancing the business to the benefit of all stakeholders."

Closing of the transaction is subject to receipt of certain regulatory approvals, as well as other customary conditions. If the necessary approvals are not obtained within one year, either CSL or Talecris will have the right to terminate the transaction.

Concurrently with execution of the merger agreement, Talecris and CSL have also entered into a separate plasma supply agreement under which CSL will supply Talecris with a significant amount of plasma through 2013, which will help Talecris assure an uninterrupted flow of products to its customers, distributors and patients and will also facilitate Talecris' efforts to build its plasma supply platform in a measured, quality-compliant manner. The additional plasma supply should enable Talecris to increase supplies of Gamunex (Immune Globulin Intravenous (Human), 10% Caprylate/Chromatography Purified) and other products to the marketplace in the near future.

Morgan Stanley and Goldman, Sachs & Co. served as Talecris' financial advisors in connection with the transaction, and Sullivan & Cromwell LLP and Arnold & Porter LLP provided legal advice. CSL was advised by Merrill Lynch and Simpson Thacher & Bartlett LLP.

About Talecris Biotherapeutics: Inspiration. Dedication. Innovation.

Talecris Biotherapeutics is a global biotherapeutic and biotechnology company that discovers, develops and produces critical care treatments for people with life-threatening disorders in a variety of therapeutic areas including immunology, pulmonology, and hemostasis. Talecris is proudly building upon a 60-year legacy of innovation and a commitment to improving the lives of people who rely on its therapeutic products. With an emphasis on scientific inquiry and technological excellence, Talecris is expanding its current portfolio of products, programs, and services through its own world-class product development organization as well as through strategic initiatives that leverage its strengths with those of its partners.

Talecris, with revenues of approximately $1.2 billion in 2007, is headquartered in biotech hub Research Triangle Park, N.C., and employs more than 4,000 talented people worldwide.

Talecris was formed in 2005 by affiliates of Cerberus Capital Management, L.P. and Ampersand Ventures, which acquired the former Bayer Plasma business from Bayer A.G.

To learn more about Talecris and how our employees are making a difference in the lives of patients and the healthcare community, visit www.talecris.com.

About Gamunex

Gamunex is an IGIV therapy that contains antibodies purified from the donated blood plasma of thousands of people. Gamunex is indicated as replacement therapy of primary humoral immunodeficiency disease (PI) and as immunomodulatory therapy for idiopathic thrombocytopenic purpura (ITP).

Important Safety Information

Gamunex is contraindicated in individuals with known anaphylactic or severe systemic response to Immune Globulin (Human). Immune Globulin Intravenous (Human) products have been reported to be associated with renal dysfunction, acute renal failure, osmotic nephrosis and death. Patients should be instructed to immediately report symptoms of decreased urine output, sudden weight gain, fluid retention/edema, and/or shortness of breath (which may suggest kidney damage) to their physicians. While these reports of renal dysfunction and acute renal failure have been associated with the use of many of the licensed IGIV products, those containing sucrose as a stabilizer accounted for a disproportionate share of the total number. Gamunex does not contain sucrose. Glycine, a natural amino acid, is used as a stabilizer.

There have been reports of noncardiogenic pulmonary edema, rare reports of hemolytic anemia, and very rare reports of aseptic meningitis in patients administered with IGIV. Thrombotic events have been reported in association with IGIV. Patients at risk may include those with a history of atherosclerosis, multiple cardiovascular risk factors, advanced age, impaired cardiac output, and/or known or suspected hyperviscosity. The most common side effects noted during clinical trials included headache, vomiting, fever, nausea, rash, and back pain.

As with all plasma-derived therapeutics, the potential to transmit infectious agents cannot be totally eliminated.

For additional information about Gamunex, please see www.gamunex.com for Full Prescribing Information.

About Cerberus Capital Management, L.P.

Established in 1992, Cerberus Capital Management, L .P., along with its affiliates, is one of the world's leading private investment firms with approximately $27 billion under management in funds and accounts. Through its team of more than 275 investment and operations professionals, Cerberus specializes in providing both financial resources and operational expertise to help transform undervalued companies into industry leaders for long-term success and value creation. Cerberus is headquartered in New York City, with affiliate and/or advisory offices in Atlanta, Chicago, Los Angeles, London, Baarn, Frankfurt, Hong Kong, Beijing, Tokyo, Osaka and Taipei. More information on Cerberus can be found at www.cerberuscapital.com.

About Ampersand Ventures

Ampersand is a Boston-based, middle market private equity firm with a focus in two core Sectors: Healthcare and Industrial. Within this Core, Ampersand's strategy emphasizes later stage, growth equity opportunities where we can be the first institutional investor. Ampersand's unique blend of venture, private equity and operating skills positions us to take an active teamwork approach in collaborating with the management teams of our portfolio companies. Ampersand's current portfolio investments include Elmet Techologies, Endeca, Kortec, Magellan Biosciences, RadPharm and Talecris. More information on Ampersand can be found at www.ampersandventures.com.

Contact

Talecris Biotherapeutics, Inc.
Wendy Wilson, 919-316-2430
Fax: 919-316-6377
wendy.wilson@talecris.com

 

Posted: August 2008


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