Grifols Agrees to Pay $3.4 Billion for Talecris

Arthi Gupta
07 Jun, 2010
New York City

Grifols and Talecris Biotherapeutics Holdings Corp. announced the signing of an agreement through which Grifols would purchase Talecris for a combination of cash and stocks for $3.4 billion or

[R]9:45 AM New York – Grifols and Talecris Biotherapeutics Holdings Corp. announced the signing of an agreement through which Grifols would purchase Talecris for a combination of cash and stocks for $3.4 billion or €2.8 billion.[/R]

Spanish healthcare company Grifols SA agreed to buy U.S.-based Talecris Biotherapeutics Holdings Corp. for $3.4 billion or €2.8 billion in cash and stocks. The merger between the two companies will create a leader in plasma protein therapeutics and is expected to close in the second half of 2010.

Under the agreement, Grifols, Europe''s largest blood-plasma products maker, will buy all of Talecris'' stock for $19.00 in cash and 0.641 newly-issued non-voting Grifols'' shares for each Talecris share. Based on the closing price of Grifols'' ordinary shares as of Friday, June 4th, this represents an implied price of $26.16 per Talecris share. The total transaction value, including net debt, is approximately $4.0 billion or €3.3 billion. The per share price represents a premium of 53% to the average closing price of Talecris common stock over the last 30 days.

The agreement has been approved unanimously by two company boards and has been recommended to their respective shareholders.

The acquisition of Talecris by the Spanish holding company, specialized in the pharmaceutical-hospital sector, is expected to create a vertically integrated and diversified international plasma protein therapies company. Grifols is a major global supplier of intravenous immunoglobulin or IVIG, albumin, Factor VIII and other plasma-derived products.

With the deal, Grifols expects to generate about $230 million in operating synergies from a more efficient plasma collection network, optimized manufacturing sales, marketing and R&D, which will be realized over the next four years with an associated one-time cost of $100 million.

In this deal, Nomura and BBVA are serving as financial advisors to Grifols, while Talecris'' financial advisors are Morgan Stanley, Citi and Natixis.

Legal counsel for Grifols is Osborne Clarke S.L.P. and Proskauer Rose LLP, and for Talecris is Wachtell, Lipton Rosen & Katz, Arnold & Porter LLP and Uria Menendez.

Talecris Biotherapeutics Holdings Corp. ((TLCR)) fell $0.55 or 3.37% to $15.91 to close Friday''s regular trading session. In the past 52 weeks, shares have been trading between $15.70 and $24.41.