Baxter International Inc. entered into a definitive agreement to acquire Claris Injectables Limited from Claris Lifesciences Limited for approximately $630 million.
December 15, 2016
Share
Baxter International Inc. (NYSE:BAX) entered into a definitive agreement to acquire Claris Injectables Limited from Claris Lifesciences Limited (BSE:533288) for approximately $630 million on December 15, 2016. The consideration includes assumed debt. Baxter expects to finance the transaction through cash on hand, debt or a combination. Claris Injectables reported revenues of INR 6.23 billion ($93.97 million) and net worth of INR 7.89 billion ($119.01 million) as of March 31, 2016. The transaction is subject to regulatory approvals and other customary closing conditions. The Boards of Directors of Baxter International and Claris Lifesciences have approved the acquisition. As on January 17, 2017, the notice of postal ballot is filled by Claris Lifesciences Limited to get shareholders’ approval for the transaction. As on February 17, 2017, the transaction received shareholders’ approval. As on April 21, 2017, the transaction was approved by India's Foreign Investment Promotion Board. As of July 20, 2017, Federal Trade Commission granted early termination to the transaction. The transaction is expected to close in the second half of 2017. Michael Sennett of Jones Day acted as legal advisor to Baxter International Inc.
Claris Lifesciences intends to repatriate a significant majority of the net proceeds (post taxes and expenses) to the shareholders. The deal is expected to be modestly accretive to adjusted earnings and increasingly accretive thereafter. Tommy Erdei and John Park of Jefferies LLC and Credit Suisse Securities (India) Private Limited acted as financial advisors and Herbert Smith Freehills LLP, Veritas Legal and AZB & Partners acted as legal advisors for Claris Lifesciences Limited. Lazard Ltd acted as financial advisor to Baxter International Inc. Thomas E. Keim, Jr., Robbie McLaren, Ian Helmuth, Tessa White, Jocelin Chang, Muli Zhou, Diana Doyle, Sean Finn, Robert Thomas, James Dabell, Sean FitzGerald, Christopher Lester, Donya Fredj, Steven Chinowsky, Darryl Steensma, Ben Haas and Rajiv Gupta of Latham & Watkins LLP and Senior partner Mohit Saraf, supported by partners Apurva Jayant, Vikas Srivastava, Lokesh Shah, Jatinder Pal Singh, Gayatri Roy, Nirupam Lodha, Sachit Mathur, Sundeep Dudeja, Saurabh Tiwari and Anshul Jain of Luthra & Luthra Law Offices acted as legal advisors to Baxter International Inc. The currency conversions were done through www.oanda.com as at March 31, 2016. Avner Bengera, Bill Kolasky, Tom Furst, Juli Thorstenn, Jonathan Pail and Ali Stoeppelwerth of Hughes Hubbard & Reed LLP acted as legal advisor to Claris Lifescience Limited.
Baxter International Inc. specializes in the development, manufacturing and marketing of medical devices and medications intended for healthcare professionals. Net sales break down by family of products as follows:
- medicines and medical devices (33.8%): products intended for treating hemophilia (substitution clotting factors) and immune deficiencies (multi-purpose immunoglobins), and used in intensive care (human albumin) and biosurgery (fibrin adhesive, surgical gel, bone substitutes, hemostatic compresses, etc.);
- kidney dialysis drugs and equipment (30.1%);
- systems for delivering medications and intravenous therapy (15.2%): used in the fields of anesthesia, oncology (chemotherapy and radiation), parenteral nutrition, etc.;
- other (20.1%).
Export accounts for 52.7% of net sales.
Baxter International Inc. entered into a definitive agreement to acquire Claris Injectables Limited from Claris Lifesciences Limited for approximately $630 million.