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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
March 18, 1997
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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 6 pages)
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Item 5. Other Events.
On March 17, 1997, 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/ David C. McKee
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David C. McKee
Secretary
Date: March 18, 1997
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FOR IMMEDIATE RELEASE
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Media contact: Deborah Spak, (847) 948-2349
Investor contacts: Neville Jeharajah, (847) 948-2875
Mary Kay Ladone, (847) 948-3371
BAXTER COMPLETES $236 MILLION ACQUISITION OF RESEARCH MEDICAL
ACQUISITION OF IMMUNO INTERNATIONAL AG TO BE COMPLETED BY JUNE 30
FIRST QUARTER RESULTS TO INCLUDE $360 MILLION NON-CASH CHARGE FOR 'PURCHASED
R&D' FOR BOTH ACQUISITIONS
DEERFIELD, ILL., March 17, 1997 -- Baxter International Inc. (NYSE:BAX)
announced today that it completed the acquisition of Research Medical, Inc.
("RMI"), and plans to complete the acquisition of Immuno International AG no
later than June 30, 1997.
The acquisition of RMI, a Salt Lake City-based medical device firm, was
approved by the RMI shareholders at a special meeting on March 14, 1997, and
was completed through a stock-for-stock, tax-free merger valued at $236
million, or $23.50 per RMI share.
With the acquisition of RMI, Baxter will further capitalize on opportunities
in the evolving field of minimally invasive cardiac surgery. In addition to
its existing cannula and cardioplegia products used in open-heart surgery,
RMI has several products under development that are suitable for a variety of
minimally invasive cardiac surgery approaches, including those using
traditional heart-lung bypass and others operating directly on a beating
heart.
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Baxter also confirmed that its acquisition of Immuno International AG, which
was announced in August 1996, will be completed by June 30, 1997. Currently,
Baxter holds rights to 99.3 percent of the share capital and 99.7 percent of
the voting rights in Immuno. Baxter is taking steps to acquire the remaining
Immuno shares and bonds.
As previously announced, a significant portion of the purchase price for each
of the RMI and Immuno acquisitions will be allocated to in-process research
and development, resulting in a total non-cash charge to earnings of
approximately $360 million (or $1.32 per share) for the first quarter of
1997. The RMI acquisition represents approximately 35 percent of this total
non-cash charge, with Immuno comprising the remainder.
"These acquisitions support our key strategic initiatives of technological
innovation and global expansion," said Vernon R. Loucks Jr., chairman and
chief executive officer. "Through the execution of these initiatives and
consistently delivering against our financial commitments, we expect to
increase shareholder value."
Baxter projects that its first quarter sales growth will be in the low double
digits, lower than expected. This is due in part to the inclusion of only two
months of Immuno's international results in the first quarter. In addition,
Baxter experienced lower-than-expected sales in its Biotech business as a
result of technical difficulties in producing certain products at its Hyland
unit. However, Baxter expects that its Biotech business will achieve its
sales target for the full year.
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"We are comfortable with Baxter's earnings outlook for both the first
quarter as well as for the full year," said Harry M. Jansen Kraemer Jr.,
senior vice president and chief financial officer. "For the full year 1997,
we expect to generate sales growth in the twenty percent range including
acquisitions, and net income growth in the low double digits. Beyond 1997, we
expect net earnings growth to accelerate."
"We expect to generate a minimum of $300 million in operational cash flow in
1997, excluding litigation expenses, after investing almost $1 billion in
research and development and capital expenditures during the year," Kraemer
said.
This news release includes forward-looking statements that involve risks and
uncertainties, including product demand and market acceptance, the effect of
economic conditions, the impact of competitive products and pricing, and
other risks detailed in the company's filings with the Securities and Exchange
Commission.
Baxter International is a global medical-products and services company that
is a leader in technologies related to the blood and circulatory system.
Through its subsidiaries, Baxter has a market-leading position in four
businesses: biotechnology, which develops therapies and products in
transfusion medicine; cardiovascular medicine, which develops products and
provides services to treat late-stage cardiovascular disease; renal, which
develops products and services to improve therapies to fight kidney disease;
and intravenous systems/medical products, which develops technologies and
systems to improve intravenous medication delivery, and distributes medical
products.
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