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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
December 22, 1994
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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: (708) 948-2000
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(Page 1 of 5 pages)
Item 5. Other Events.
On December 20, 1994, the Registrant issued a press release; the text of
which is attached hereto.
FOR IMMEDIATE RELEASE
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News media contact: Mary Thomas, (708) 948-2815
Investor relations contacts: Jessica Fisher, (708) 948-4639
Neville Jeharajah, (708) 948-2875
BAXTER COMPLETES SALE OF ITS DIAGNOSTICS -- PRODUCTS
MANUFACTURING BUSINESSES TO BAIN CAPITAL
DEERFIELD, Ill., December 20, 1994 -- Baxter said today that it has
completed the sale of its diagnostics-products manufacturing businesses to Bain
Capital for approximately $415 million.
"We are pleased that this transaction has closed. It is another indication
that we are delivering on our commitments to enhance shareholder value," said
Vernon R. Loucks Jr., Baxter's chairman and chief executive officer. "And, by
retaining the rights to distribute all current diagnostics products, we
reinforce our commitment to our clinical laboratory customers. We intent to
maintain our leadership position in the laboratory-distribution business."
Baxter said the proceeds of the transaction will allow it to reduce its net
debt-to-capital ratio to the 40 percent range, compared with 50 percent at the
end of 1993. Baxter already had reduced its net debt by $479 million as of
September 30, 1994.
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BAXTER - PAGE 2
The $415 million will consist of approximately $375 million of cash and
retained accounts receivable and $40 million in preferred stock. Baxter had
announced in October that the price of the diagnostics-products manufacturing
businesses was $448 million, subject to adjustments. The reduction from the sale
price previously announced resulted from several factors, including settlement
of litigation and other adjustments.
"We're excited about adding Dade International to our portfolio of
businesses," said Stephen Pagliuca, managing director of Bain Capital. "We now
can begin to pursue additional growth opportunities for Dade worldwide while
still benefiting from Baxter's distribution of Dade products in the United
States," he added.
Scott Garrett, Dade's chief executive officer noted that the transaction
will be transparent to customers. "As an independent business, Dade now
represents a diversified diagnostics company, marketing more than 1,500 products
to 62 countries worldwide. We are looking forward to working with our clinical
laboratory customers as partners to help reduce costs and improve patient care."
Though its subsidiaries, Baxter International is the leading manufacturer
and marketer of health-care products and services to health-care providers in
nearly 100 countries. The company concentrates research-and-development programs
in biotechnology, cardiovascular medicine, renal therapy and other medical
fields. Baxter reported sales of $8.9 billion in 1993.
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SIGNATURES
Pursuant to the requirement 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/ A. Gerard Sieck
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A. Gerard Sieck
Secretary
Date: December 22, 1994