THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT TO
RULE 901(d) OF REGULATION S-T
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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
May 30, 1995
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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 May 24, 1995, the Registrant issued a press release; the text of which
is attached hereto.
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/ A. Gerard Sieck
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A. Gerard Sieck
Secretary
Date: May 30, 1995
FOR IMMEDIATE RELEASE
News Media Contacts: Jill Herron Carter (708) 948-4555
Mary Thomas (708) 948-2815
Investor Relations Contacts: Jessica Fisher (708) 948-4639
Neville Jeharajah (708) 948-2875
BAXTER TO SELL ITS INDUSTRIAL DIVISION TO VWR CORPORATION
FOR APPROXIMATELY $400 MILLION
DEERFIELD, Ill., May 24, 1995 -- Baxter Healthcare Corporation, a
subsidiary of Baxter International Inc., announced today that it has signed a
definitive agreement to sell its Industrial and Life Sciences Division to VWR
Corporation for approximately $400 million. VWR Corporation is a publicly
traded company engaged primarily in the supply and distribution of laboratory
products and scientific equipment used in science and industry. The proceeds to
Baxter will consist of approximately $400 million in cash. The agreement is
subject to customary closing conditions and the expiration of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
The sale, which is expected to close during 1995, reinforces Baxter's
strategy of continuing to strengthen its focus and investments on its core
businesses which include biotechnology, renal therapy, cardiovascular,
international expansion
BAXTER - VWR - PAGE 2
and the U.S. Healthcare business. Baxter stated that the divestiture does not
change its commitment to deliver 1995 earnings growth in the high single digits
and operational cash flow of $500 million.
"The sale of the Industrial Division is expected to benefit all parties
involved," said Vernon R. Loucks Jr., chairman and chief executive officer.
"For the Industrial Division it establishes a partnership that will leverage the
synergies and strengths of both companies," he noted. Loucks also stated that
this transaction gives Baxter added flexibility in delivering its cash flow and
earnings commitments and enhancing shareholder value.
As part of the agreement, Baxter will continue to supply its manufactured
products and supplies sold in non-health-care markets to VWR Corporation under a
long-term distribution agreement.
"During the transition, we will continue to provide outstanding service to
our customers," Loucks noted. Additionally, the company stated that all
dedicated Baxter Industrial Division Employees will become employees of VWR
Corporation at the time of closing.
"This is a positive situation for our customers," said Jerrold B. Harris,
president and chief executive officer of VWR Corporation. "The new company will
be a leader in the worldwide industrial laboratory supply distribution business.
Combining the two companies will make the new organization significantly
stronger and able to provide a product and service portfolio that is second to
none," Harris stated.
BAXTER - VWR - PAGE 3
The Industrial Division had sales of more than $450 million in 1994.
Baxter stated that this division is separate from its biomedical Scientific
Products distribution business, which markets and distributes a complete line
of clinical laboratory supplies, reagents, chemicals, equipment and diagnostic
systems to clinical, hospital and reference laboratories. The company
reaffirmed its commitment to its clinical laboratory customers.
Through 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 related
medical fields. Baxter reported sales of $9.3 billion in 1994.
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