DEERFIELD, Ill., January 4, 2012 - Baxter International Inc. (NYSE:BAX) has been notified of an unsolicited "mini-tender" offer by TRC Capital Corporation to purchase up to 2 million shares, or approximately 0.35 percent, of Baxter's outstanding common stock at a price of $46.10 per share in cash. The offer price was 4.67 percent below the $48.36 closing price of Baxter's common stock on December 15, 2011, the day prior to the offer. TRC's offer is subject to a number of conditions, including TRC's ability to obtain financing necessary to consummate the offer.
Baxter does not endorse TRC's mini-tender offer and recommends that shareholders do not tender their shares. Baxter is not associated with this offer and urges shareholders to obtain current market quotations for their shares, review the conditions to the offer and exercise caution.
According to TRC's offering documents, shareholders who have already tendered their shares may withdraw their shares at any time prior to 12:01 a.m. New York City time, on Tuesday, January 17, 2012, by following the procedures described in the offering documents.
Mini-tender offers are designed to seek to acquire less than five percent of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission (SEC). As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under United States securities laws.
The SEC has cautioned investors about mini-tender offers, noting that "some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's Investor Tips regarding mini-tender offers may be found on the SEC's website at www.sec.gov/investor/pubs/minitend.htm.
Baxter encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Baxter International Inc., through its subsidiaries, develops, manufactures and markets products that save and sustain the lives of people with hemophilia, immune disorders, infectious diseases, kidney disease, trauma, and other chronic and acute medical conditions. As a global, diversified healthcare company, Baxter applies a unique combination of expertise in medical devices, pharmaceuticals and biotechnology to create products that advance patient care worldwide.