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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
Date of Report: July 12, 1999
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(Date of earliest event reported)
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 5 pages)
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Item 5. Other Events.
On July 12, 1999, Baxter International Inc. (the "Company") issued the
attached press release announcing the spin-off of its cardiovascular business to
Baxter stockholders. In addition, during a conference call with analysts on that
topic, Harry M. Jansen Kraemer, Jr., President and Chief Executive Officer of
the Company, reaffirmed that the Company expects to meet its previously
announced financial commitments for the second quarter of 1999.
Item 7. Exhibits
Exhibit No. Exhibit
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99 Press Release
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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/ Jan Stern Reed
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Jan Stern Reed
Secretary
Date: July 12, 1999
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FOR IMMEDIATE RELEASE
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Media contacts
United States Mary Thomas, (847) 948-2815
Laura Brooks, (949) 250-5070
Europe Gianluca Winkler (for Baxter) 39-02-659-9609
Investor contacts Neville Jeharajah, (847) 948-2875
Mary Kay Ladone, (847) 948-3371
BAXTER TO CREATE NEW CARDIOVASCULAR COMPANY
New Company Will be a Global Market Leader
with Sales of Nearly $1 Billion
DEERFIELD, Ill., July 12, 1999 -- Baxter International Inc. (NYSE:BAX) announced
today that its board of directors has approved a plan to spin off its
cardiovascular business to Baxter shareholders on a tax-free basis. The spin-off
will create a new publicly traded company, which will be the leader in providing
a comprehensive line of therapies and services to treat late-stage
cardiovascular disease. Baxter, with leading global positions in blood
therapies, medication delivery and renal therapy, will continue to focus on
providing critical medical therapies for patients with life-threatening
conditions.
Baxter expects that shares of the new cardiovascular company will be distributed
to its shareholders in a tax-free distribution in the first six months of next
year.
"I am very excited about creating one of the world's largest companies focused
on advanced cardiovascular disease," said Harry M. Jansen Kraemer, Jr.,
president and chief executive officer of Baxter. "As separate entities, both
companies will be more competitive and have greater financial flexibility to
invest and grow. As a result, I believe Baxter and this new cardiovascular
business will create greater value for customers, patients, employees and
shareholders.
"For Baxter, we will invest more resources in our Blood Therapies, I.V.
Systems/Medical Products and Renal businesses. This will further enhance our
ability to bring new products to market and to expand in global markets,"
Kraemer continued.
Michael A. Mussallem, Baxter group vice president, will become chief executive
officer of the new company. Mussallem is a member of Baxter's executive
management team and has been responsible for the cardiovascular business since
1995.
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"There are many unique aspects to our cardiovascular business that today give us
a significant competitive advantage, and on which we can build to drive even
more benefits for customers and patients," Mussallem said.
"The spin-off will accelerate our cardiovascular business' speed of innovation,
make a significant contribution to our product development pipeline, and
ultimately lead to more and improved treatment options for patients suffering
from advanced cardiovascular disease. And, as an independent company, we will be
a more aggressive competitor, which I believe will accelerate our future growth
rate," Mussallem continued.
More than 70 percent of the products and services in cardiovascular's current
portfolio have market-leading positions. This portfolio includes heart-valve
therapies, mechanical cardiac-assist systems, cardiac-monitoring systems,
perfusion products and services, and vascular systems.
Additionally, this business has a strong global presence with more than 40
percent of its sales generated outside of the United States, and extensive
manufacturing operations in North America, Japan, Europe and Latin America.
The new cardiovascular company will be headquartered in Irvine, California.
Baxter is based in Deerfield, Illinois, and currently employs approximately
42,000, including approximately 6,000 employees in its cardiovascular business.
Full details, including the stock distribution ratio, remain to be determined.
Credit Suisse First Boston and J.P. Morgan are Baxter's financial advisors on
this transaction.
Baxter is a global medical products and services company that provides critical
therapies for patients' life-threatening conditions. The company's products and
services in blood therapies (biopharmaceuticals and blood collection, separation
and storage devices), cardiovascular medicine, medication delivery and renal
therapy are used by health-care providers and their patients in 112 countries.
# # #
This news release includes forward-looking statements that involve risks
and uncertainties, including technological advances in the medical field,
product demand and market acceptance, the effect of economic conditions, the
impact of competitive products and pricing, foreign currency exchange rates and
other risks detailed in the company's filings with the Securities and Exchange
Commission. These forward-looking statements are based on estimates and
assumptions made by management of the company and are believed to be reasonable,
though are inherently uncertain and difficult to predict. Actual results or
experience could differ materially from the forward-looking statements.
