Talecris shareholders give nod to merger with Grifols

RESEARCH TRIANGLE PARK, N.C.—Talecris Biotherapeutics Holdings Corp. shareholders in mid-February approved the company'sproposed merger with Spanish healthcare company Grifols S.A., with the preliminary tabulation indicating that approximately 86 percent ofthe outstanding shares were voted in favor of the transaction.

Closingof the transaction remains subject to resolution of the review by theFederal Trade Commission (FTC). In a regulatory filing with the U.S. Securities and ExchangeCommission, Grifols said it would give the FTC 30 days notice on the date of closure for itsTalecris bid, and that closure would not be before March 21.

"We're bringing forward the paperwork for closing the dealand at the same time the FTC gains more time for itsdeliberations," according to a Grifols spokesperson.

Grifols announced the $3.4 billion acquisition plan back in June 2010, seeking to become theworld's third-largest maker of blood plasma products, competingwith rivals such as Baxter International and Australia'sCSL. Talecrisdiscovers, develops and produces critical care treatments forpeople with life-threatening disorders in a variety of therapeutic areasincluding immunology, pulmonology, neurology and hemostasis, but Grifols seems most interesting in the areas of hemophilia and immune deficiencies. Talecris also operates anetwork of plasma collection centers through its Talecris PlasmaResources subsidiary.

Grifols operates in more than 90 countries and makes plasma derivatives, IV therapy, diagnostic systems and medical materials.

Back in June, Grifols officials noted that a merger ofGrifols and Talecris will create a "verticallyintegrated and diversified international plasma protein therapiescompany, bringing together complementary geographic footprints andproducts, as well as increased manufacturing scale." The idea is that Grifols' global footprint will benefit from Talecris' strong presence in theUnited States and Canada and that Grifols' available manufacturing capacity willenable Talecris to increase production in the near term.

Upon completion of the transaction, the combined company would have, according to company officials:

the ability to derive more protein therapies from everyliter of plasma, enhancing access and availability for patients, andoptimizing use of collected plasma;
an established plasma collection operation capable ofmeeting the combined company's needs to address increasing patientdemand and an accelerated path to improving the cost efficiency of theTalecris plasma platform;
a broad range of key products addressing a variety oftherapeutic areas such as neurology, immunology, pulmonology andhematology, among others;
an enhanced R&D pipeline of complementary products and new recombinant projects that will drive sustainable growth;
a well established clinical research program in the U.S.

"The acquisitionof Talecris furthers our vision to better serve patients and health careprofessionals with innovative products, a strong clinical researchcapability and new research into recombinant therapies," said Grifols Chairman and CEO Victor Grifols in June. "We look forwardto combining the strengths of both companies to improve the quality ofthe lives of patients around the world, while positioning the enlargedgroup for long term profitable growth."

Also in June, Talecris Chairman and CEO Lawrence D. Stern commented: "We believethat Grifols' well-established reputation, know-how and expertise willenable the combined entity to meet the needs of more patients. Ouremployees will benefit from the opportunities available to them as partof a larger, global organization committed to the expansion of Talecris'existing business, the development of our pipeline products, and themaintenance of our culture of compliance and quality. Importantly, ourstockholders will realize a compelling premium and benefit from theability of the combined business to accelerate key gross marginimprovement opportunities within Talecris."