Baxter International Inc. BAX announced the filing of an initial Form
10 Registration Statement with the U.S. Securities and Exchange Commission
(SEC) in connection with the company's previously announced plan to spin off
its biopharmaceutical business. The filing is an important step in creating
two premier global healthcare companies: Baxter International Inc., which will
focus on lifesaving medical products; and Baxalta Incorporated, which will
focus on developing and marketing innovative biopharmaceuticals.
The Form 10 filing outlines Baxter's intent to spin off at least 80 percent of
the outstanding common stock of Baxalta through a tax-free distribution to
Baxter shareholders, with Baxter retaining the remaining shares. The retained
equity stake by Baxter of up to 20 percent of Baxalta's shares provides
additional flexibility in the capital structures of the two new companies and
enhanced value for shareholders. Baxter plans to dispose of the Baxalta common
stock in a disciplined manner over a period of time not to exceed five years.
''This spin off reflects our confidence in the exciting prospects of Baxalta
as an independent, leading biopharmaceutical company,'' said Robert L.
Parkinson, Jr., chairman and chief executive officer of Baxter. ''The
separation will enhance strategic focus for each company, increasing our
ability to drive innovation and deliver enhanced value for all stakeholders.''
''Baxalta will debut as a new, world-class biopharmaceutical company, carrying
forward our heritage as an innovator and legacy of global leadership as part
of Baxter International,'' said Ludwig Hantson, Ph.D., president of Baxter
BioScience, and future chief executive officer of Baxalta. ''As we move
forward on this journey to create a new company, our experienced management
team remains committed to delivering on the needs of our patients, while
maximizing value for customers, employees and shareholders.''
The Form 10 filing provides information related to Baxalta's business, as well
as historical financial statements for fiscal years 2011, 2012 and 2013 and
the nine months ended September 30, 2014. Historical financial results may not
necessarily reflect what Baxalta's results from operations would have been had
it been a separate, independent company. Baxalta will operate as a
wholly-owned subsidiary of Baxter until the planned separation.
Subsequent amendments to the Form 10 are expected to be filed in conjunction
with SEC review and an expected declaration of effectiveness by the SEC closer
to separation. A copy of the Form 10 can be accessed from the SEC's website at
www.sec.gov or from www.baxter.com/transition.
The transaction is expected to be completed by mid-year 2015, subject to
market, regulatory and certain other conditions, including final approval by
the Baxter Board of Directors, receipt of a favorable opinion and/or rulings
with respect to the tax-free nature of the transaction, and the effectiveness
of the Form 10 registration statement filed with the Securities and Exchange
Commission.
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