Talecris sells to Spanish firm for $4 billion

Posted June 7, 2010

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— Almost a year to the day after Talecris Biotherapeutics called off a $3.1 billion merger with an Australian firm, the RTP-based firm has agreed to be bought by another company.

Spanish health care company Grifols SA said Monday it had agreed to acquire Talecris (Nasdaq: TLCR), based in RTP, for $4 billion including net debt.

Grifols is paying a combination of cash and stock in the deal. The Spanish firm also is assuming $600 million in Talecris debt.

Grifols will pay $19 in cash plus 0.641 of a share in Grifols stock for each Talecris share.

The total value per share is $26.16, according to the companies.

Shares in Talecris, which operates a huge plasma manufacturing facility in Clayton, closed at $15.91, down 3.37 percent, on Friday.

After news of the acquisition broke early Monday, however, Talecris shares skyrocketed $7.84, or 49 percent, to $23.75.

Last fall, Talecris raised some $1 billion by going public through a stock offering. The IPO came after a proposed merger between Talecris and Australian rival CSL fell through. Talecris received a $75 million merger termination fee from CSL.

Talecris focuses on plasma-derived therapies. One of its treatments, called Gamunex, targets chronic inflammatory demyelinating polyneuropathy (CIDP), a disorder that leads to muscle weakness and fatigue and impairs motor skills. Gamunex is a liquid immune globulin intravenous (IGIV) therapy.

The buyout offer already was a 53 percent premium over Talecris’ average share price over the last 30 days.

The boards of directors at both companies approved the deal on unanimous votes, the companies said in their announcement.

Cerebrus Capital Management, which owns some 49 percent of Talecris stock, has agreed to support the deal, Talecris and Grifols said. The deal is expected to close in the second half of this year.

In a statement on its website, Grifols, a leading producer of plasma protein therapies, said the deal would create "a global leader of lifesaving and life-enhancing plasma protein therapeutics."

“We believe that Grifols’ well-established reputation, know-how and expertise will enable the combined entity to meet the needs of more patients.,” Talecris Chairman and Chief Executive Officer Lawrence Stern said in a statement.

“Our employees will benefit from the opportunities available to them as part of a larger, global organization committed to the expansion of Talecris’ existing business, the development of our pipeline products, and the maintenance of our culture of compliance and quality,” he added. “Importantly, our stockholders will realize a compelling premium and benefit from the ability of the combined business to accelerate key gross margin improvement opportunities within Talecris.”

The company said the acquisition of Talecris is expected to generate approximately $230 million in operating synergies.

“The acquisition of Talecris furthers our vision to better serve patients and health care professionals with innovative products, a strong clinical research capability and new research into recombinant therapies,” said Victor Grifols, chairman and CEO of Grifols.

“We look forward to combining the strengths of both companies to improve the quality of the lives of patients around the world, while positioning the enlarged group for long term profitable growth,” he added.

The Spanish company's shares were down 5.6 percent at $10.50 in midmorning trading in Madrid that saw most companies' shares fall.

Grifols is a holding company specialized in the pharmaceutical-hospital sector and is present in more than 90 countries, the statement said.

Last November, Talecris announced plans to add 259 jobs and invest nearly $270 million over the next seven years to expand its blood plasma therapeutics plant in Clayton.

The North Carolina Economic Investment Committee agreed to a contract that will award payroll tax rebates up to $3.66 million over 12 years if new job targets are met and sustained through the Job development Investment Grant program.

Talecris also was awarded a $250,000 grant from the state’s One North Carolina fund.


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  • jackieflash42 Jun 7, 2010

    Is it too late to add 'mate' to my last post? Oh great, without mate in there it's just bull dust.

  • jackieflash42 Jun 7, 2010

    edgar, ya bloody well right I would've. In fact, I would've been sitting here listening to my INXS cd collection while my hispanic wife eats a vegemite sandwich and I have a roo burger while typing all at the same time. Thanks for your post. G'day.

  • edgar709 Jun 7, 2010

    Hey Jackieflash-
    Just wondering if you would have commented if the Aussies would have bought the company as oppose to a Spanish firm. I guess it"Cost big bikkies" to them and they could not afford it. Would you have ended your comment with "Mate?"

  • QT3.14 Jun 7, 2010

    So, they got a $75mil termination fee because of a failed merger with CSL. Then they raised $1bil with an IPO, now getting bought out with a 50% jump in share prices. I wonder if Martha Stewart works for Talecris?

  • fl2nc2ca2md2nc Jun 7, 2010

    ".I do see a time coming where we will be "forced" to go costs of globalism will be too high..."

    I see this too... Good post original_intent!

  • original intent Jun 7, 2010

    Don't worry jackieflash...I am waiting for the day that "globalism" & "enviromentalism" are at each other's throats!...Ya see you can't go global without adding significantly to our "carbon footprint"...I do see a time coming where we will be "forced" to go costs of globalism will be too high...The powers that be can talk about alternative power sources,,which all cost a whole lot more than oil products,,and produce less energy...Ya can't defy the laws of thermodynamics....Petroleum products produce more "bang for the buck" than any other form of energy..

  • 8675309-9 Jun 7, 2010

    its a new generation of business Jackieflash. Its a global economy.

    I am sure it isn't pleasant to realize your generation is on the way out, and the younger, more diverse generation of tomorrow is coming to power in the world.

  • eden4576 Jun 7, 2010

    LOL. Love it.

  • Iconoclast Jun 7, 2010

    "The North Carolina Economic Investment Committee agreed to a contract that will award payroll tax rebates up to $3.66 million over 12 years"

    In other words, the employees will be paying their state income taxes to the company instead of to the state. We the people have no representation in the board room, but more and more, that is who governs our lives.

  • jackieflash42 Jun 7, 2010

    I realize I should be typing this post in Spanish since that is our national language here in Americano. But, I suppose i'm just trying to exercise whatever rights and freedoms I have left in this once proud country before our culture and way of life totally vanishes forever. Never thought I'd see the beginning of the end in my lifetime, but I guess I was wrong. Anyway, Have a nice day mis amigos.