Baxter to Acquire to Privately Held Baxa Corporation

Baxter International Inc. announced today that it has entered into a definitive agreement to acquire Baxa Corporation, a privately held company based in Englewood, Colo., with additional operations in Florida and the United Kingdom.

Baxa develops pharmacy technology that enhances the efficiency and safety of oral and IV dose preparation and delivery. The addition of Baxa's product lines will complement Baxter's portfolio of nutrition products and drug delivery systems and supports patient safety.

"With these new offerings, Baxter will be able to provide a comprehensive solution to fulfill the majority of patients' nutritional requirements and increase efficiency in the pharmacy," said Robert M. Davis, president of Baxter's Medical Products business. "Bringing this expertise together with Baxter's commercial capabilities and global reach will enable us to continue to meet our customers' evolving needs and extend our position in IV nutrition and fluid delivery."

The transaction includes a total upfront cash consideration of $380 million and is expected to close following satisfaction of customary closing conditions and the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Annual sales for Baxa were approximately $150 million in 2010, and Baxter expects the future top-line growth of this business to be accretive to the company's future sales growth. In addition, Baxter expects this transaction to be neutral to full-year 2012 earnings excluding dilution of approximately $0.03 to $0.05 per diluted share related to acquisition accounting and transaction-related expenses, and increasingly accretive thereafter.

Nutrition is recognized as an important element of patients' therapy, and both Baxter and Baxa have sought to advance the delivery of IV nutrition through innovative technologies such as Baxter's multi-chamber, premixed containers and Baxa's automated compounding systems.

Baxter's multi-chamber containers are prefilled and provide many of the essential ingredients of balanced nutrition for a wide range of patients. Baxa's pharmacy integration and automation technology allow hospital pharmacists to customize treatment for specific patient populations when needed.

In response to the growing need to eliminate sources of potential error, both premixed medications and pharmacy automation help to reduce medication errors and improve operational effectiveness. Among Baxa's numerous offerings are the ExactaMix® Compounder, devices that automate multi-ingredient nutritional solution compounding and the DoseEdge® Pharmacy Workflow Manager, an integrated system for managing IV and oral dose preparation activities.

Baxa products play a trusted role in the preparation of hundreds of thousands of safe doses of medication every day. "With this agreement, Baxa will be able to play a greater role in delivering safe medication practices," said Greg Baldwin, Baxa chairman and chief executive officer. "We are very pleased to find a partner that shares our commitment and sees the potential in our products, technology and people."
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