UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 3, 1996
0-6944
(Commission File Number)
RESEARCH MEDICAL, INC.
(Exact name of registrant as specified in its charter)
UTAH 87-0277827
(State of Incorporation) (IRS Employer
Identification number)
6864 SOUTH 300 WEST, SALT LAKE CITY, UTAH 84047
(Address of registrant's principal executive office)
801-562-0200
(Registrant's telephone number)
<PAGE>
ITEM 5. OTHER EVENTS
On December 3, 1996, Research Medical, Inc. announced that it had entered
into a definitive agreement to be acquired by Baxter International and a
wholly owned subsidiary. A copy of the joint press release is filed as
Exhibit 99.1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Joint press release from Baxter International and Research
Medical, Inc. regarding the acquisition of Research Medical by Baxter
International.
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.
RESEARCH MEDICAL, INC.
By: /s/ Mark W. Winn
Mark W. Winn, Chief Financial Officer
Date: December 16, 1996
<PAGE>
EXHIBIT INDEX
TO RESEARCH MEDICAL, INC.
REPORT ON FORM 8-K DATED DECEMBER 16, 1996
Sequentially
Exhibit No. Exhibit Numbered Page
99.1 Joint press release from Baxter International
and Research Medical, Inc. dated December 4,
1996 regarding Baxter International's
acquisition of Research Medical.
<PAGE>
BAXTER TO ACQUIRE RESEARCH MEDICAL FOR $236 MILLION
*****
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.
`RMI's product line is a perfect complement to our own and represents
a key step in reinforcing the leadership of Baxter's Cardio Vascular 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' 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 of 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.
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 Cardio Vascular 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.
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.
*****
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
