Baxter offers to sell remaining stock in Baxalta

Business Wire

DEERFIELD - Baxter International said it will offer to exchange up to 12.8 million of Baxalta common stock that are currently owned by Baxter, which represents approximately 1.9 percent of Baxalta's common stock

If Baxter is able to exchange the remaining shares of Baxalta stock it holds, Baxalta will be wholly independent from Baxter, except that certain agreements between Baxter and Baxalta will remain in place. The two companies split in 2015.

The exchange offer is designed to permit Baxter stockholders to exchange their shares of Baxter common stock for shares of Baxalta common stock at a 7 percent discount in value, calculated as set forth in the exchange offer materials sent to Baxter stockholders, subject to an upper limit as described below. The discount means that tendering Baxter stockholders are expected to receive approximately $107.52 of Baxalta common stock for every $100 of Baxter common stock tendered and accepted in the exchange offer, subject to an upper limit.

The upper limit in the exchange offer will be 1.4026 shares of Baxalta common stock for each share of Baxter common stock tendered and accepted in the exchange offer. If the upper limit is in effect, then the exchange ratio will be fixed at that limit.

The exchange offer will expire at the end of the day May 18, unless terminated or extended.

The exchange offer will be subject to proration if the exchange offer is oversubscribed, and the number of shares accepted in the exchange offer may be fewer than the number of shares tendered.