NORTH AMERICAN VACCINE, INC.
10150 Old Columbia Road
Columbia, MD 21046
(410) 309-7100
Dear NAVA Shareholders:
I am writing to you today about our proposed transaction with Baxter
International Inc. In the transaction, each NAVA common share will be exchanged
for US$6.73 in total consideration, comprised of US$6.70 of Baxter common stock
and US$0.03 in cash. Also, each NAVA preferred share will be exchanged for
US$6.70 of Baxter common stock and US$0.03 in cash for each NAVA common share
issuable upon conversion of the NAVA preferred share. The number of shares of
Baxter common stock you will receive will be determined based upon the average
closing sale price of Baxter common stock for the ten trading days ending on
the fifth trading day prior to the closing date of the transaction. Baxter
common stock is traded on the New York Stock Exchange under the trading symbol
"BAX" and closed at $64.00 per share on May 8, 2000. The transaction is
described more fully in this proxy statement/prospectus.
You will be asked to vote upon the transaction at a special meeting of NAVA
shareholders to be held on June 15, 2000 at 9:00 a.m., eastern standard time,
at 275 Armand-Frappier Boulevard, Laval, Quebec, Canada. The transaction cannot
be completed unless the holders of at least 66 2/3% of the NAVA common shares
entitled to vote at the special meeting and 66 2/3% of the NAVA preferred
shares entitled to vote at the special meeting approve the transaction. Only
shareholders who hold NAVA shares at the close of business on May 8, 2000, will
be entitled to vote at the special meeting. A transferee of NAVA shares after
May 8, 2000 may vote the shares upon satisfaction of certain procedural matters
as described in the proxy statement/prospectus.
Your board of directors has determined that the terms and conditions of the
transaction are fair to you and in your best interests, and unanimously
recommends that you approve the transaction.
This proxy statement/prospectus provides detailed information about the two
companies and the transaction. Please give all of this information your careful
attention. In particular, you should carefully consider the discussion in the
section entitled "Risk Factors" beginning on page 13 of this proxy
statement/prospectus, including the risk that Baxter may elect not to complete
the transaction even if the transaction is approved by NAVA's shareholders.
Your vote is very important regardless of the number of shares you own. To
vote your shares, you may use the enclosed proxy card or attend the special
meeting. To approve the transaction, you MUST vote "FOR" the proposal by
following the instructions stated on the enclosed proxy card. We urge you to
vote FOR this proposal.
Sincerely,
Randal Chase, Ph.D.
Chief Executive Officer and
President
|
