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BAXTER SIGNS
AGREEMENT TO ACQUIRE FUSION
Broad Clinical Applications
of Fusion's Hemostat Complements Baxter's Strength in Tissue Sealing and
Expands Surgical Channels
DEERFIELD, ILL. and
FREMONT, CALIF., February 27, 2002 -- Baxter International Inc. (NYSE:BAX)
and Fusion Medical Technologies, Inc. (NASDAQ: FSON) jointly announced
today that they have entered into an agreement under which Baxter will
acquire Fusion, a company which develops and commercializes proprietary
products used to control bleeding during surgery, in a stock-for-stock
merger.
Baxter will acquire all of Fusion's outstanding shares for approximately
$157 million of Baxter common stock. Baxter will pay $10 per share in
Baxter common stock at the closing of the transaction, pending approval
by Fusion's shareholders and regulatory authorities.
"The acquisition of Fusion expands and enhances our strong portfolio
of biotherapeutic solutions for surgery and tissue repair," said
Thomas Glanzmann, president of Baxter BioScience. "Fusion's expertise
in collagen and gelatin-based products complements Baxter's strength in
fibrin-based technologies. With the combination, we will be able to offer
surgeons an array of solutions to seal tissue, enhance wound healing,
and manage hemostasis -- now including active bleeding."
Fusion Medical Technologies President and CEO Philip Sawyer said, "This
is the right time for this transaction. We have taken the FloSeal product
line from concept through regulatory approvals and into the medical market,
establishing it as an important, everyday tool in the surgical suite.
Looking forward, the multi-faceted capabilities and resources of a global
organization such as Baxter will take FloSeal to the next levels of market
presence and will invest in the continued growth and success of our team.
"Baxter's interest and commitment to Fusion is a tribute to the creative
and hardworking employees of our company and it is with their help, as
part of the Baxter organization, that we expect FloSeal to become a true
standard in surgery worldwide," Sawyer said.
Fusion's primary commercial product, FloSeal®, is a combination of
specially engineered collagen-derived particles and topical thrombin that
is very effective in controlling bleeding. It is easy to use and works
well on wet, actively bleeding tissue even in very challenging situations.
The FDA approved the sale of FloSeal in the United States in December
1999. Fusion currently markets the FloSeal products in surgical procedures,
other than ophthalmic, as an adjunct to hemostasis when control of bleeding
by ligature or conventional procedures is ineffective or impractical.
FloSeal and Fusion's other products in development are based on a bio-resorbable
and proprietary collagen-based gel. Fusion has several other related products
in various stages of development and clinical testing for use as hemostatic
sealants, as well as for other potential uses.
Baxter International Inc. is a global medical products and services company
that, through its subsidiaries, provides critical therapies for people
with life-threatening conditions. Baxter's products and services in bioscience
(biopharmaceuticals, vaccines, biosurgery and transfusion therapies),
medication delivery and renal therapy are used by health-care providers
and their patients in more than 100 countries.
Baxter's BioScience business provides innovative therapeutic solutions
for biosurgery and tissue regeneration, including fibrin sealant and a
complete line of application devices. Its principal product, Tisseel VH
fibrin sealant, was the first fibrin sealant to receive FDA approval and
is indicated for tissue sealing, as well as hemostasis in cardiopulmonary
procedures. Introduced in Europe, Tisseel (also marketed as Tissucol in
some countries) is backed by more than twenty-two years of clinical experience
and has been used in more than 8 million surgical procedures worldwide.
(Tisseel and Tissucol
are trademarks of Baxter International Inc. or Baxter AG. Tisseel is registered
in the U.S. Patent and Trademark office.)
(Fusion Medical Technologies, Fusion, FloSeal®, and the
stylized Fusion logo are trademarks of Fusion.)
The foregoing description of the
Merger Agreement and the transactions contemplated thereby does not purport
to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement. A copy of the Merger Agreement is expected
to be filed as an exhibit to the Registration Statement or attached as
annexes to the Proxy Statement/Prospectus that will be filed in connection
with the merger.
BAXTER INTERNATIONAL
INC. INTENDS TO FILE A REGISTRATION STATEMENT ON FORM S-4 WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION (SEC) IN CONNECTION WITH BAXTER'S
PROPOSED ACQUISITION OF FUSION MEDICAL TECHNOLOGIES, INC., AND BAXTER
AND FUSION INTEND TO MAIL A PROXY STATEMENT/PROSPECTUS TO FUSION STOCKHOLDERS
IN CONNECTION WITH THE PROPOSED TRANSACTION. INVESTORS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. ABOUT BAXTER, FUSION, THE MERGER, THE PERSONS SOLICITING
PROXIES, RELATING TO THE MERGER, THEIR INTERESTS IN THE MERGER, AND RELATED
MATTERS. You will be able to obtain the documents and other filings by
Baxter and Fusion with the SEC at www.sec.gov.
In addition, you may obtain the documents filed with the SEC by Baxter
in connection with this transaction free of charge by requesting them
from Baxter International Inc. Investor Relations at One Baxter Parkway,
Deerfield, Illinois 60015 or 847-948-2000, and you may obtain documents
filed with the SEC by Fusion in connection with this transaction free
of charge by requesting them from Fusion Medical Technologies, Inc. Investor
Relations at 34175 Ardenwood Blvd., Fremont, California 94555 or 510-818-4610.
Fusion and its directors
and certain of its executive officers may be deemed to be participants
in the solicitation of proxies from Fusion stockholders in connection
with the proposed transaction. Information about the directors and executive
officers of Fusion is set forth in Fusion's SEC Form 10-K and Proxy Statement
for 2000. This document will be made available free of charge at the SEC
website at www.sec.gov and from
Fusion as described above.
This press release
contains forward-looking statements that involve risks and uncertainties,
including approval by Fusion's shareholders and actions of regulatory
bodies that may impact the companies' ability to complete the transaction,
technological advances in the medical field, product demand and market
acceptance, the effect of economic conditions, the impact of competitive
products and pricing, actions of regulatory bodies, foreign currency exchange
rates and other risks detailed in the companies' filings with the SEC.
These forward-looking statements are based on estimates and assumptions
made by management of Baxter and Fusion at the time of issuance of this
press release, that are believed to be reasonable, but are inherently
uncertain and difficult to predict. Actual results or experience could
differ materially from the forward-looking statements.
FOR ADDITIONAL
INFORMATION:
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- Media Contacts:
- Deborah
Spak, Baxter, 847-948-2349
Tali Kaplan, Baxter,
805-372-3540
Matt Clawson, Allen & Caron Inc.,
949-474-4300
- Investor Contacts:
- Neville Jeharajah, Baxter,
847-948-2875
Mary Kay Ladone, Baxter, 847-948-3371
Philip M. Sawyer, President & CEO, Fusion, 510-818-4600
Larry J. Strauss, VP Finance & CFO, Fusion, 510-818-4600
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