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THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT
TO RULE 901(d) OF REGULATION S-T
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
December 6, 1996
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Date of Report
BAXTER INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-4448 36-0781620
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(Commission file number) (IRS Employer Identification No.)
One Baxter Parkway, Deerfield, Illinois 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 948-2000
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(Page 1 of 7 pages)
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Item 5. Other Events.
On December 4, 1996, the attached press release was issued.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BAXTER INTERNATIONAL INC.
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(Registrant)
By: /s/ A. Gerard Sieck
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A. Gerard Sieck
Secretary
Date: December 6, 1996
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FOR IMMEDIATE RELEASE:
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Media contacts: Jill Carter, Baxter, (847) 948-4555
Laura Brooks, Baxter, (714) 474-6404
Gary Crocker, Research Medical, (801) 562-0200
Investor contacts: Neville Jeharajah, Baxter, (847) 948-2875
Mary Kay Ladone, Baxter, (847) 948-3371
Nancy Schultz, Research Medical, (801) 562-0200
BAXTER TO ACQUIRE RESEARCH MEDICAL FOR $236 MILLION
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DEAL ENHANCES BAXTER'S LEADERSHIP IN TREATING LATE-STAGE CARDIOVASCULAR
DISEASE AND ITS POSITION IN MINIMALLY INVASIVE CARDIAC SURGERY
IMMUNO TRANSACTION ON TARGET TO CLOSE WITHIN SIX WEEKS
DEERFIELD, Ill. and SALT LAKE CITY, Utah, December 4, 1996 -- Baxter
International Inc. (NYSE:BAX) and Research Medical, Inc. (NASDAQ:RMED) announced
today that they have entered into a definitive agreement for Baxter to acquire
Research Medical, Inc. (RMI) in a stock-for-stock, tax-free merger valued at
approximately $236 million, or $23.50 per share.
RMI is a leading provider of specialized cannulae and cardioplegia products
used in open-heart surgery. Cannulae are used to transport a patient's blood to
and from the heart-lung bypass machine in open-heart bypass surgery.
Cardioplegia products are used to preserve a patient's heart muscle during open-
heart surgery, and limit the possibility of heart tissue damage. In addition to
a strong and profitable current business, RMI also has a number of new products
under development, including a line of products for minimally invasive cardiac
surgery, a procedure which allows a surgeon to perform traditional open-heart
surgery using small incisions in the chest wall instead of opening the chest
through the sternum. RMI's products under development will suit a variety of
minimally invasive approaches, including those using traditional heart-lung
bypass, and others which involve operating directly on the beating heart.
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"RMI's product line is a perfect complement to our own and represents a key
step in reinforcing the leadership of Baxter's CardioVascular Group in treating
late-stage cardiovascular disease," said Michael A. Mussallem, Baxter group vice
president. "The acquisition of RMI enables us to offer the most comprehensive
line of products for open-heart surgery, encompassing implantable devices,
disposables and services."
The merger enables Baxter to capitalize on the new opportunities presented
by minimally invasive cardiac surgery. "Minimally invasive cardiac surgery is
still evolving and has the potential to significantly impact open-heart surgery,
including bypass and valve procedures," Mussallem said. "The acquisition of RMI
and its existing products will provide Baxter with a flexible platform to serve
physicians' needs regardless of their particular minimally invasive surgical
approach."
"We are very pleased to be joining the Baxter organization," said Gary L.
Crocker, president and chief executive officer of RMI. "The market for
cardiovascular surgical products is clearly evolving, and size and economy of
scale are necessary to remain competitive in this new environment. This
transaction gives us the chance to expand our business and to address the
emerging opportunities in minimally invasive surgery by using Baxter's strong
domestic and international sales and marketing channels. The combination of
Baxter and RMI will result in enhanced product development capabilities, further
supporting the global cardiovascular thought-leaders and physician collaborators
with whom Baxter and RMI have had long-standing relationships."
"This acquisition is about revenue growth and taking advantage of
complementary patient-focused technology," added Mussallem. "The success of RMI
comes in large part from the professionalism and dedication of its employees.
We anticipate no layoffs. We will maintain RMI's tradition of customer-driven
product development."
Based on current RMI shares outstanding and shares subject to option, each
RMI stockholder will be entitled to receive approximately $23.50 in value,
payable in Baxter common stock which will be priced as the average of the ten
trading days ending two trading days prior to the RMI shareholders' meeting,
which is expected to occur in the first quarter of 1997.
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The transaction is subject to customary closing conditions, including the
preparation and filing of a definitive proxy statement/prospectus and RMI
shareholder approval. It is presently anticipated that the closing will occur
within 60-90 days, promptly following the RMI shareholder meeting and expiration
of the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.
The acquisition will be accounted for as a purchase, which requires
allocation of the purchase price based on the fair values of RMI's assets and
liabilities. It is expected that a substantial portion of the purchase price
will also be allocated to RMI's in-process research and development which, under
generally accepted accounting principles, will be expensed by Baxter upon
closing of the transaction. Baxter expects the transaction to be accretive in
1998,
Separately, Baxter expects to close the acquisition of Immuno International
AG in two to six weeks, and a significant portion of that purchase price will be
allocated to Immuno's in-process research and development.
Research Medical Inc. is a diversified medical device firm specializing in
the development, manufacture and sale of hospital disposable products primarily
for cardiovascular and vascular surgery, as well as specialty pharmaceuticals.
The company's line of more than 450 products are sold throughout the world and
are used principally by hospitals, clinical and medical research laboratories,
and doctors' offices. In addition, the company is introducing a line of
products specifically for use during either "beating heart" or "non-beating
heart" minimally invasive cardiac surgery procedures. The company reported
revenues of $40 million for its most recent fiscal year ended June 30, 1996.
Baxter's CardioVascular Group provides a wide range of products to treat
late-stage cardiovascular disease, encompassing perfusion products; critical-
care; heart valve therapy; cardiac assist; perfusion services and vascular
systems.
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Baxter, through its subsidiaries, is a global medical-products company that
is a leader in technologies related to the blood and circulatory system. It has
market-leading positions in four global businesses: BIOTECHNOLOGY, which
develops therapies and products in transfusion medicine; CARDIOVASCULAR
MEDICINE, which develops products and expands services to treat late-stage
cardiovascular disease; RENAL, which develops products and services to improve
therapies to fight kidney disease; and INTRAVENOUS SYSTEMS AND MEDICAL PRODUCTS,
which develops technologies and systems to improve intravenous medication
delivery, and distributes disposable medical products overseas.
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