Local Tech Wire

RESEARCH TRIANGLE PARK, N.C. — Almost a year to the day after 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. its market cap is some $1.9 billion.

After news of the acquisition broke early Monday, however, Talecris shares skyrocketed $7.84, or 49 percent, to $23.75. At Wall Street’s open, shares traded at $22.18, advanced to $22.35 and then fell back slightly.

Talecris closed the day at $20.01, up $4.10 or 26 percent.

The stock’s high since Talecris went public is $24.41, reached in March.

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.

The firms broke off the merger after they learned the deal would be challenged by the U.S. Federal Trade Commission.

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.

"We had been very satisfied with the prospects of Talecris as a standalone entity, but the business logic behind the merger with Grifols is too compelling to ignore," the investment firm said in a statement.

The sale is a "big win" for Cerebrus, according to the Wall Street Journal, which noted the firm also had invested less successfully in Chrysler and lender GMAC.

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.

(The Associated press contributed to this report.)

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