Baxter Intl Gets Antitrust Okay For N Amer
Vaccine Buy
WASHINGTON -- Baxter International Inc. (BAX) has received early
termination of the waiting period under the Hart-Scott-Rodino Act for its
proposed $390 million acquisition of North American Vaccine (NVX),
according to the Federal Trade Commission.
Under the terms of the deal, Baxter will pay $6.97 in Baxter shares and 3
cents in cash for about 37 million North American Vaccine diluted shares
outstanding. Baxter will also assume about $133 million in acquisition-related
debt.
The merger is expected to close in April. Baxter doesn't expect the deal to be
dilutive to earnings.
As reported, Baxter said the acquisition of North American Vaccine will
allow it to have a larger presence in the vaccines market.
The transaction will be accounted for as a purchase. According to Baxter, a
"substantial" portion of the purchase price will be written off as in-process
research and development, which will be paid by Baxter upon closing the
transaction.
Baxter said the acquisition won't affect its ability to achieve its 2000 financial
commitments, which include growing sales by 10%, increasing earnings
growth rate to low teens, and generating operational cash flow of $600
million.
According to a previous filing with the Securities and Exchange Commission,
the merger agreement may be canceled if it isn't completed by May 31, 2000.
The agreement also carries a provision stipulating North American must pay
Baxter the $14 million breakup fee, plus as much as $1 million in fees and
expenses, if North American enters into a third-party transaction within one
year of the termination of the Baxter agreement. |
