News Release

Baxter Healthcare Corporation to Acquire Cook Pharmaceutical Solutions

FREQUENTLY ASKED QUESTIONS

1. What is happening?
   Baxter Healthcare Corporation has signed a definitive agreement with Cook Imaging Corporation to acquire the assets of Cook Pharmaceutical Solutions. The business provides a complete line of pharmaceutical contract manufacturing services that include a number of sterile product dosage forms such as solutions, suspensions and freeze-dried (lyophilized) powders in a variety of delivery systems including vials and pre-filled syringes. In addition, Cook Pharmaceutical Solutions offers clinical and commercial manufacturing and packaging, a full range of quality control analytical and microbiological services, as well as validation and assistance in regulatory submissions. Located in Bloomington, Indiana, Cook Pharmaceutical Solutions is a privately held company that employs approximately 300 highly skilled people.
   
   
2. Why is this important for Baxter's Medication Delivery business?
   The acquisition of Cook Pharmaceutical Solutions will broaden the range of delivery options that Global Drug Delivery is able to offer its pharmaceutical partners. The addition of vial filling, lyophilization and pre-filled syringe capabilities to Baxter's existing pre-filled bag and reconstitution technologies will enable us to more fully meet our customers' needs.
   
   
3. How will this affect customers?
   Once the transaction has closed, Baxter anticipates a smooth integration of the Cook Pharmaceutical Solutions business into our Global Drug Delivery portfolio. This acquisition will expand the range of drug delivery options we are able to offer our pharmaceutical customers. The addition of vial-filling, lyophilization and pre-filled syringe capabilities to our existing line of pre-filled bag and reconstitution technologies will enable us to more fully meet customer needs. In the meantime, customers should continue to work with their current company contacts. We will continue to provide our customers with as much information as possible. Representatives from both Cook and Baxter will be sharing the news with customers over the next few days to inform them of this transaction and begin discussions to establish the appropriate relationships going forward.
   
   
4. What are Baxter's plans for the current Cook Pharmaceutical Solutions (CPS) employees?
   Baxter intends to offer positions to the approximately 300 CPS employees at comparable compensation levels, subject to standard hiring practices.
   
   
5. Does Baxter intend to purchase the Cook facility?
   Yes, Baxter will purchase the Cook property, which is comprised of six buildings on 11 acres at Cook's Curry Pike campus in Bloomington, Indiana. Manufacturing began in 1991 in a 44,000 sq. ft. state-of-the-art facility and was expanded in 1998 by 120,000 sq. ft.
   
   
6. What is the timing of this transaction?
   A definitive agreement was signed on June 19, 2001. Baxter expects to close this transaction by September 2001.
   
   
7. How will Baxter integrate this business?
   Baxter and Cook will be establishing a plan to ensure a smooth integration of the business into Baxter. The plan will be developed and driven by a multi-functional team with representation from Baxter's Medication Delivery business, Drug Delivery, and Cook Pharmaceutical Solutions.
   
   
8. Who is Cook Pharmaceutical Solutions?
   Cook Pharmaceutical Solutions is a unit of Cook Medical Group. The Cook Group, a privately held corporation headquartered in Bloomington, Indiana, consists of three operating divisions:
   
   Medical: In addition to the Cook Pharmaceutical Solutions manufacturing business, it includes devices for interventional radiology, interventional cardiology, urology, neuroradiology, vascular medicine, critical care, and other growing diagnostic and therapeutic areas.
   
   Components: Plastic tubing, injection and insert molding, hypodermic needle tubing and optical fiber sheaths.
   
   Other: Transportation, hospitality and retail.
   
   
9. Why is Cook interested in selling Cook Pharmaceutical Solutions?
   The sale of Cook Pharmaceutical Solutions represents another step in Cook Group's worldwide efforts to refocus on its core business of minimally invasive medical devices for interventional and therapeutic procedures. Proceeds from this sale will support increased research and development efforts aimed at bringing emerging Cook medical technologies to the global marketplace in a timely manner.
   
   
10. Does Baxter intend to change the nature of the current CPS offerings?
    No. Baxter intends to continue with the clinical and commercial manufacturing operations in Bloomington, Indiana. Baxter views this as adding additional capabilities to our current Drug Delivery offerings. In addition, the company intends to continue expansion plans first made by Cook that will add new contract pharmaceutical manufacturing and other facilities at the site.