Barcelona, Spain (May 2, 2011). Grifols, S.A. (“Grifols”) and Talecris Biotherapeutics Holdings Corporation (“Talecris”), announced today that they have signed a “Consent Agreement” with the Staff of the Bureau of Competition of the US Federal Trade Commission (FTC) by means of which the conditions for the merger transaction between both companies are agreed. The Consent Agreement is subject to approval of the FTC Commissioners, who will be reviewing the matter.
To satisfy the Consent Agreement conditions, Grifols has signed agreements for the sale of assets and entered into certain commercial, lease and manufacturing agreements with the Italian company Kedrion, for up to seven (7) years.
These agreements refer to four main areas:
- Kedrion and Grifols enter into a contract manufacturing agreement to fractionate and purify Kedrion’s plasma to deliver IVIG and Albumin under Kedrion’s private label, and Factor VIII under the trade name Koate, all of them for sale only in the US.
- Grifols sells to Kedrion the Melville fractionation facility. Grifols will manage the facility for up to a four-year period under a lease agreement with Kedrion.
- Grifols sells to Kedrion the Talecris’ FVIII US business (Koate).
- Grifols sells to Kedrion two Plasma Collection Centers.
Grifols states that neither the Consent Agreement nor the agreements signed with Kedrion will affect the operating synergies that Grifols expects to achieve at the combined company with the merger transaction.
Grifols is a Spanish holding company, specializing in the hospital-pharmaceutical sector, and with a presence in over 90 countries. Since May 2006 it has been listed on the Spanish Continuous Market, and it is included in the Ibex-35. Grifols is the leading European plasma products company, and the fourth-largest producer in the world. The company has implemented an ambitious investment plan to enable it to deliver sustained growth over the next 8 to 10 years. For more information please visit: www.grifols.com
About Talecris Biotherapeutics: Inspiration. Dedication. Innovation.
Talecris Biotherapeutics 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, pulmonology, neurology and hemostasis. For more information, please visit: www.talecris.com
Kedrion is active in the development, production and distribution of plasmaderived pharmaceutical products used in treating patients affected by haemophilia, immune deficiency, coagulation disorders and other forms of serious diseases. Kedrion, founded in 2001 as business combination of family owned companies, is the Italian leader in the sector and sells in 40 countries around the world. Headquartered in Italy (Castelvecchio Pascoli, near Lucca), Kedrion has two production plants in Italy, in Bolognana and in S. Antimo, and one in Hungary, in Gödöllö. Kedrion has also 12 plasma collection centers, in the US, Germany and Hungary.
Raquel Lumbreras +34 659 57 21 85
Borja Gomez +34 650 40 22 25
Grifols' press office (Spain)
Nuria Pascual / Olga Santos
+ 34 93 571 0221
This release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. These factors include but are not limited to: the unprecedented volatility in the global economy; the risk that the future business operations of Talecris or Grifols will not be successful; the risk that we will not realize all of the anticipated benefits from the acquisition of Talecris; the risk that customer retention and revenue expansion goals for the Talecris transaction will not be met and that disruptions from the Talecris transaction will harm relationships with customers, employees and suppliers; the risk that unexpected costs will be incurred; the outcome of litigation and regulatory proceedings to which Grifols or Talecris may become a party; actions of competitors; changes and developments affecting our industry; quarterly or cyclical variations in financial results; development of new products and services; interest rates and cost of borrowing; our ability to protect our intellectual property rights; our ability to maintain and improve cost efficiency of operations, including savings from restructuring actions; changes in foreign currency exchange rates; changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters in the foreign countries in which we do business; reliance on third parties for manufacturing of products and provision of services; and other factors that are set forth in the “Risk Factors” section, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other sections of and Talecris’ Annual Report on Form 10-K for the year ended December 31, 2010, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the Securities and Exchange Commission. Neither Grifols nor Talecris assume any obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.
The proposed merger transaction involving Grifols and Talecris will be submitted to the stockholders of Talecris for their consideration. In connection with the proposed merger, Grifols will file with the SEC a registration statement on Form F-4 that will include a joint proxy statement of Grifols and Talecris. Talecris will mail the joint proxy statement/prospectus to its stockholders. Talecris urges investors and security holders to read the joint proxy statement/prospectus regarding the proposed transaction when it becomes available because it will contain important information regarding Grifols, Talecris and the proposed business combination. You may obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about Talecris, without charge, at the SEC’s website (http://www.sec.gov). You may also obtain these documents, without charge, from Talecris’ website, http://www.grifols.com/, under the tab “Investor Relations” and then under the heading “Financial Information and SEC Filings.” Grifols will also file certain documents with the Spanish Comision Nacional del Mercado de Valores (the “CNMV”) in connection with its shareholders’ meeting to be held in connection with the proposed business combination, which will be available on the CNMV’s website at www.cnmv.es.
Grifols, Talecris and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from the respective stockholders of Grifols and Talecris in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the respective stockholders of Grifols and Talecris in connection with the proposed merger will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Talecris’ executive officers and directors in its Form S-4 filed with the SEC on April 13, 2010. You can obtain free copies of this document from Talecris’ website.