North American Vaccine Agrees to be Acquired by Baxter International Inc.
COLUMBIA, Md., Nov. 18 /PRNewswire/ -- North American Vaccine (Amex: NVX) announced today that it has signed a definitive agreement to be acquired by Baxter International Inc. (NYSE: BAX) in a taxable stock for stock transaction valued at approximately $390 million. North American Vaccine shareholders will receive $7 per share, comprised of $6.97 of Baxter common stock and $0.03 in cash. The number of Baxter shares to be issued to North American Vaccine shareholders will be set based upon the average closing sale price of Baxter common stock for the ten trading days ending on the fifth trading day prior to consummation of the transaction. As a result of signing the agreement, the Company will have available to it a $30 million line of credit, $5 million of which has already been extended, guaranteed by Baxter.
The transaction is subject to obtaining certain regulatory approvals, including, among others, Hart-Scott-Rodino review, a tax ruling from Revenue Canada, and U.K. regulatory approval of the Company's group C meningococcal conjugate vaccine, and satisfying certain conditions, including shareholder approval. The transaction is expected to close in April 2000.
Neil Flanzraich, Chairman of the Board of North American Vaccine, stated, "Baxter's significant market presence and scientific capabilities strongly complement our deep vaccine pipeline. We believe the acquisition by Baxter will significantly increase the commercial potential of the North American Vaccine product portfolio and represents the best alternative available to our shareholders." |
