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Baxter Announces Divestiture of Commercial Vaccines Business to Pfizer

July 30, 2014



DEERFIELD, Ill.--(BUSINESS WIRE)-- Baxter International Inc. (NYSE:BAX) today announced that it has entered into a definitive agreement to sell its two commercially marketed vaccines and related production facilities to Pfizer Inc. for a total cash consideration of $635 million, subject to certain adjustments.

The sale includes the company’s commercial vaccines business, which is comprised of NeisVac-C, a vaccine which helps protect against meningitis caused by group C meningococcal meningitis (MenC), and FSME-IMMUN, which helps protect against tick-borne encephalitis (TBE), an infection of the brain transmitted by the bite of ticks infected with the TBE-virus. Both vaccines are currently available outside the United States, primarily in a number of European markets. Baxter continues to explore strategic options, including the potential for partnering or divesting its R&D development programs focused on influenza and Lyme disease.

''This action reflects our strategic priority to optimize the portfolio and enhance focus in specific disease areas as Baxter’s BioScience organization prepares to become a separate, independent global biopharmaceutical company. We are redirecting resources and investing in our robust pipeline centered on core areas of expertise – hematology and immunology – and through technology platforms like gene therapy and biosimilars,'' said Ludwig Hantson, Ph.D., president of Baxter BioScience. ''We are confident that Pfizer, with its recognized global leadership in vaccines, will provide the dedicated, ongoing investments necessary to support and advance the availability of these important vaccines.''

Subject to regulatory approvals and other customary closing conditions, the companies expect to close the transaction by the end of 2014. Baxter expects 2014 vaccines revenues to total approximately $300 million and adjusted earnings of approximately $0.25 per diluted share, including approximately $50 million of one-time milestone payments related to the ongoing government collaborations for development of influenza vaccines. Baxter expects the transaction to be modestly dilutive to fourth quarter 2014 adjusted earnings and dilutive to 2015 adjusted earnings by approximately $0.15 per diluted share.

About Baxter BioScience

Baxter BioScience, one of the largest biotechnology organizations in the world, is a leading provider of therapeutic treatments that save, sustain and improve the lives of people with rare conditions, chronic diseases or limited treatment options. Supported by advanced technical and manufacturing expertise, Baxter BioScience has a broad pipeline built on a legacy of innovation in bleeding disorders and immunology and is expanding to address emerging opportunities in niche areas of oncology as well as technology platforms such as biosimilars.

About Baxter International Inc.

Baxter International Inc., through its subsidiaries, develops, manufactures and markets products that save and sustain the lives of people with hemophilia, immune disorders, cancer, infectious diseases, kidney disease, trauma and other chronic and acute medical conditions. As a global, diversified healthcare company, Baxter applies a unique combination of expertise in medical devices, pharmaceuticals and biotechnology to create products that advance patient care worldwide.

This release includes forward-looking statements concerning the divestiture of Baxter’s vaccines business, including with respect to the closing of the transaction and its financial impact on the company. The statements are based on assumptions about many important factors, including the following, which could cause actual results to differ materially from those in the forward-looking statements: failure to obtain the necessary approvals and consents or to satisfy other closing conditions; a material adverse change in the vaccines business; actions of regulatory bodies and other governmental authorities; changes in laws and regulations; product quality or patient safety concerns; and other risks identified in Baxter’s most recent filing on Form 10-K and other SEC filings, all of which are available on Baxter’s website. Baxter does not undertake to update its forward-looking statements.




Baxter International Inc.

Media Contact

Deborah Spak, 224-948-5353

media@baxter.com

Investor Contacts:

Mary Kay Ladone, 224-948-3371

Clare Trachtman, 224-948-3085



Source: Baxter International Inc.


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