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Date: 2010-06-07
Acquiring pharma company: Grifols (Spain)
Acquired biotech company: Talecris Biotherapeutics (USA)
Amount: $3.4 billion (€2.8 billion).
Terms of the agreement: Grifols has agreed to acquire Talecris Biotherapeutics. The combination of the two companies will create a global provider of plasma protein therapeutics built on the strong global presence of Grifols and the established position of Talecris in United States and Canada.

The merger accelerates key strategic initiatives for both Talecris and Grifols as it creates a more efficient platform for manufacturing, innovation and global sales and marketing. Upon completion of the transaction, the combined company will have:
• the ability to derive more protein therapies from every liter of plasma, enhancing access and availability for patients, and optimizing use of collected plasma;
• an established plasma collection operation capable of meeting the combined company´s needs to address increasing patient demand and an accelerated path to improving the cost efficiency of the Talecris plasma platform;
• a broad range of key products addressing a variety of therapeutic areas such as neurology, immunology, pulmonology and hematology, among others;
• an enhanced R&D pipeline of complementary products and new recombinant projects that will drive sustainable growth;
• a well established clinical research program in the U.S.

Grifols will acquire all of the common stock of Talecris for $19.00 in cash and 0.641 newly-issued non-voting Grifols´ shares for each Talecris share. Based on the closing price of Grifols´ ordinary shares as of June 4th 2010 and prevailing Euro-Dollar exchange rates, this represents an implied price of $26.16 per Talecris share, which constitutes a premium of 53% to the average closing price of Talecris common stock over the last 30 days.

The acquisition is expected to generate approximately $230 million in operating synergies from a more efficient plasma collection network, optimized manufacturing sales, marketing and R&D, which Grifols expects to realize over the next four years with an associated one-time cost of $100 million.

The combined company will have pro-forma annual revenues of approximately $2.8 billion with 58% coming from North America, 28% from Europe and 14% from the rest of the world.
The transaction is expected to close in the second half of 2010.