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EXCHANGE RATIO
IS SET FOR BAXTER'S ACQUISITION OF FUSION MEDICAL TECHNOLOGIES
Closing Is Anticipated
To Occur After May 3 Fusion Stockholder Meeting
Deerfield, Ill. and
Fremont, Calif., April 30, 2002 -- Baxter International Inc. (NYSE:BAX)
and Fusion Medical Technologies, Inc. (NASDAQ: FSON) jointly announced
today that the exchange ratio for Baxter's pending acquisition of Fusion
in a stock-for-stock merger has been set. Assuming the Fusion stockholders
adopt and approve the merger at the special meeting scheduled for May
3, 2002, each share of Fusion common stock will, upon the closing of the
merger, be converted into 0.1763 of a share of Baxter common stock.
The Fusion board of directors has unanimously recommended that the stockholders
vote to adopt and approve the merger at the special meeting for Fusion
stockholders. The waiting period for the merger under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 expired on April 5, 2002.
Fusion develops and commercializes proprietary products used to control
bleeding during surgery. 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.
Baxter International Inc. is a global health-care company that, through
its subsidiaries, provides critical therapies for people with life-threatening
conditions. Baxter's bioscience, medication delivery and renal products
and services are used to treat patients with some of the most challenging
medical conditions including cancer, hemophilia, immune deficiencies,
infectious diseases, kidney disease and trauma.
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
and certain other surgical 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 filed as an exhibit to the Registration Statement and attached as an
annex to the Proxy Statement/Prospectus filed in connection with the merger.
BAXTER INTERNATIONAL
INC. HAS FILED 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
HAVE MAILED A PROXY STATEMENT/PROSPECTUS TO FUSION STOCKHOLDERS IN CONNECTION
WITH THE PROPOSED TRANSACTION. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY 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,
CA 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 web site 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 stockholders 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
Matt Clawson, Allen
& Caron Inc., 949-474-4300
- Investor Contacts:
- Neville Jeharajah, 847-948-2875
Mary Kay Ladone, 847-948-3371
- Philip M. Sawyer, President
& CEO
- Larry J. Strauss, VP
Finance & CFO, 510-818-4600
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