CSL Limited (ASX: CSL) and Talecris Biotherapeutics, Inc. announced today that they have mutually agreed to terminate their merger agreement, announced on August 12, 2008, under which CSL agreed to acquire Talecris for US$3.1 billion in cash.
Dr. Brian McNamee, CEO and Managing Director of CSL Limited, said, "We are disappointed that the U.S. Federal Trade Commission (FTC) resolved to block the transaction. As we have previously stated we fundamentally disagree with the FTC case and matters included in their complaint. Although we continue to believe in the many customer benefits and significant financial synergies that supported the transaction, CSL's Board of Directors did not believe that entering into a protracted litigation process with the FTC, with its inherent risks, substantial costs, and lengthy distraction of CSL management and staff from planning and running our businesses would be in the best interests of our stakeholders."
Dr. McNamee continued, "While we regret that the transaction cannot be completed, CSL remains a well positioned global biopharmaceutical business and will continue to expand on its core strengths. We have consistently produced year-on-year growth for our shareholders and we are confident in the continued value and growth potential of our stand-alone business. We continue to have great respect for Talecris and wish them well in the future."
Lawrence D. Stern, Talecris' Chairman and Chief Executive Officer, said, "After discussions with CSL, we have mutually agreed that litigation regarding the antitrust issue was not the path forward. Based on a careful analysis of the situation and all alternatives available, we believe that termination of the merger agreement is in the best interest of all parties. We are disappointed that patients will not benefit from the efficiencies we saw in the proposed combination. Talecris continues to focus on its patient community and customers, and on building and realizing value for its employees and owners. Through the process, we developed an even greater appreciation for CSL's competencies, professionalism and integrity, and we wish Brian and his team well in their future endeavors."
Both parties will fulfill their obligations for termination contained in the merger agreement. As part of the agreement, CSL will pay Talecris a US$75 million break fee, and the plasma supply contract the parties entered into in connection with the merger agreement will remain in effect.
CSL and Talecris remain highly committed to their respective customers and patient communities.
About CSL
Headquartered in Melbourne, Australia, with major facilities in Germany, Switzerland and the U.S., CSL has more than 10,000 employees working in 27 countries. The CSL Group has a combined heritage of outstanding contribution to medicine and human health with more than 90 years experience in the development and manufacture of vaccines and plasma protein biotherapies. In fiscal 2008, the company produced revenues of approximately A$3.8 billion. www.csl.com.au
About Talecris
Talecris Biotherapeutics, with revenues of approximately US$1.4 billion in 2008 and headquartered in Research Triangle Park, North Carolina is a global biotherapeutic and biotechnology company that discovers, develops and produces critical care treatments for people with life-threatening disorders in a variety of therapeutic areas including immunology, neurology, pulmonology, and hemostasis. www.talecris.com
CSL Media Contacts:
Australia
Dr. Rachel David
Director, Public Affairs
Tel: +61 3 9389 1821
Email: rachel.david@csl.com. au
Tim Duncan
Hinton & Associates
Tel: +61 3 9600 1979
Email: tduncan@hintons.com.au
United States
Stan Neve & Robin Gilliland
Brunswick Group
Tel: +1 212 333 3810
Email: sneve@brunswickgroup.com
CSL Investor Contact:
Mark Dehring
Head of Investor Relations
CSL Limited
Tel: +61 3 9389 2818
Email: mark.dehring@csl.com.au
Talecris Contact:
Wendy Wilson
Tel: +1 919 316 2430
Email: wendy.wilson@talecris.com