$3.1 billion merger for RTP's Talecris halted

The U.S. government has moved to stop the acquisition of RTP-based Talecris by CSL, saying the resulting company would hurt therapeutics business. Talecris will receive a $75 million 'break' fee.

Posted 2:17 p.m. Jun 8, 2009 — Updated 2:17 p.m. Jun 8, 2009

RESEARCH TRIANGLE PARK, N.C. — Facing a court challenge from the U.S. Federal Trade Commission, RTP-based Talecris Therapeutics and CSL Limited in Australia called off their $3.1 billion merger Monday.

"We are disappointed that the U.S. Federal Trade Commission (FTC) resolved to block the transaction,said CSL Chief Executive Officer Brian McNamee in a statement.

Because the deal fell, through, CSL will pay Talecris a so-called “break fee” of $75 million.

The FTC moved to block the merger two weeks ago.

"After discussions with CSL, we have mutually agreed that litigation regarding the antitrust issue was not the path forward,” said Talecris Chairman and CEO Lawrence Stern in a statement.

“Based on a careful analysis of the situation and all alternatives available, we believe that termination of the merger agreement is in the best interest of all parties,” he added. “We are disappointed that patients will not benefit from the efficiencies we saw in the proposed combination. Talecris continues to focus on its patient community and customers, and on building and realizing value for its employees and owners. Through the process, we developed an even greater appreciation for CSL's competencies, professionalism and integrity, and we wish Brian and his team well in their future endeavors."

The companies also will continue to do business with each other under terms of a previously signed plasma supply contract.

“As we have previously stated we fundamentally disagree with the FTC case and matters included in their complaint,” he added. “Although we continue to believe in the many customer benefits and significant financial synergies that supported the transaction, CSL's Board of Directors did not believe that entering into a protracted litigation process with the FTC, with its inherent risks, substantial costs, and lengthy distraction of CSL management and staff from planning and running our businesses would be in the best interests of our stakeholders."

CSL is based in Melbourne, Australia.

The companies had announced their plans to merge on Aug. 12, 2008. CSL was set to pay $3.1 billion in cash for Talecris, which operates its headquarters in RTP and a major blood plasma therapeutics plant in Clayton.

Talecris is privately held.

Talecris had annual revenue of more than $1.4 billion in the 2008 calendar year – up more than 15 percent than 2007.

CSL is the world's second-largest supplier of blood plasma-based therapies. Talecris is the third-largest supplier. Baxter International Inc. of Deerfield, Ill. Is the No. 1 provider in a $15 billion global market.

Talecris is owned by Cerberus Partners and Ampersand Ventures. The company has some 2,000 employees in North Carolina and operates several plasma collection centers in the state.

In 2007, Talecris, a provider of plasma-based protein therapies, announced plans to go public with a stock offering with a target of $1 billion.

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