Baxter and ApaTech announce Definitive Agreement


Baxter to acquire all outstanding equity of ApaTech, including ACTIFUSE.

Baxter International and ApaTech have recently announced a definitive agreement whereby Baxter will acquire all of the outstanding equity of ApaTech for total consideration of up to $330 million. As a result of the acquisition, Baxter will acquire ACTIFUSE, a silicate substituted calcium phosphate synthetic bone graft material which is currently marketed in the United States, EU, and other select markets around the world. It will also acquire manufacturing and R&D facilities located in the UK, United States and Germany. “This is a significant step in enhancing Baxter’s position in the rapidly growing orthobiologics space, and our leadership in regenerative medicine,” said Ron Lloyd, vice president and general manager, BioTherapeutics and Regenerative Medicine, Baxter. “ACTIFUSE will allow us to immediately enter the emerging bone fusion category, and ApaTech’s product pipeline is highly complementary to our existing commercial and technical capabilities in biosurgery.”

ApaTech generated sales of approximately $60 million in calendar year 2009. Baxter and ApaTech personnel will work to ensure uninterrupted operations, product distribution and ongoing support and service for ApaTech customers, distributors and business partners, and seamless integration of the business into Baxter.

“This is a great event for ApaTech, Baxter, our customers and our employees. The combination of our market presence and insights with the resources of Baxter will enable us to deliver innovative new technologies to more patients worldwide,” said Simon Cartmell, CEO, ApaTech. “We are delighted to announce this transaction, and look forward to the future of our combined organisations with confidence and excitement.”

The agreement includes an upfront cash payment by Baxter of $240 million. Baxter may make additional payments of up to $90 million related to the achievement of sales milestones. The transaction is expected to close in the first quarter 2010, subject to customary closing conditions and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. This transaction is not expected to have a material impact on Baxter’s 2010 financial results.