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Talecris Enters into Definitive Merger Agreement with CSL


RESEARCH TRIANGLE PARK, N.C. (August 2008) —Talecris Biotherapeutics, Inc. ( today announced that it has signed a definitive merger agreement with CSL under which CSL has agreed to acquire Talecris for $3.1 billion in cash. This amount includes net debt, which as of June 30, 2008 was approximately $1.2 billion, implying an equity value as of that date of about $1.9 billion.

The combination of Talecris and CSL will result in:

* a combined company with one of the broadest portfolios in the plasma-derived therapeutics industry with key products in each plasma therapeutic area;
* one of the most robust and efficient plasma collection capabilities in the industry, to better assure supply of plasma for manufacturing essential therapies;
* expanded and integrated manufacturing with greater efficiency and improved ability to supply therapies;
* an enhanced R&D pipeline;
* operating efficiencies that will facilitate further investment in R&D, quality, compliance and plasma collection; and
* improved and more reliable supply of therapies to patients and customers through efficiencies, avoidance of capacity constraints and more assured plasma supply.

“We are very pleased to have entered into the merger agreement with CSL,” said Lawrence D. Stern, Chairman and CEO of Talecris. “We at Talecris have long admired CSL. The opportunity for our employees, customers, distributors, suppliers--and most importantly our patients--to benefit from being part of the CSL family is exciting, and is a testament to the quality and strength of Talecris’ relationships with its stakeholders. At the same time, the transaction represents a good return for our shareholders, many of whom are our employees.”

“We believe Talecris has demonstrated a track record of the utmost integrity and ethics, and has some of the most widely used, life-enhancing plasma-derived therapies available,” said Dr. Brian A McNamee, Chief Executive Officer and Managing Director of CSL. “Patients count on Talecris to provide them with the therapies they need. We are committed to growing and enhancing the business to the benefit of all stakeholders.”

Closing of the transaction is subject to receipt of certain regulatory approvals, as well as other customary conditions. If the necessary approvals are not obtained within one year, either CSL or Talecris will have the right to terminate the transaction.

Concurrently with execution of the merger agreement, Talecris and CSL have also entered into a separate plasma supply agreement under which CSL will supply Talecris with a significant amount of plasma through 2013, which will help Talecris assure an uninterrupted flow of products to its customers, distributors and patients and will also facilitate Talecris’ efforts to build its plasma supply platform in a measured, quality-compliant manner. The additional plasma supply should enable Talecris to increase supplies of Gamunex (Immune Globulin Intravenous [Human], 10% Caprylate/Chromatography Purified) and other products to the marketplace in the near future.

Morgan Stanley and Goldman, Sachs & Co. served as Talecris’ financial advisors in connection with the transaction, and Sullivan & Cromwell LLP and Arnold & Porter LLP provided legal advice. CSL was advised by Merrill Lynch and Simpson Thacher & Bartlett LLP.
Important Safety Information
Gamunex is contraindicated in individuals with known anaphylactic or severe systemic response to Immune Globulin (Human). Immune Globulin Intravenous (Human) products have been reported to be associated with renal dysfunction, acute renal failure, osmotic nephrosis and death. Patients should be instructed to immediately report symptoms of decreased urine output, sudden weight gain, fluid retention/edema, and/or shortness of breath (which may suggest kidney damage) to their physicians. While these reports of renal dysfunction and acute renal failure have been associated with the use of many of the licensed IGIV products, those containing sucrose as a stabilizer accounted for a disproportionate share of the total number. Gamunex does not contain sucrose. Glycine, a natural amino acid, is used as a stabilizer.

There have been reports of noncardiogenic pulmonary edema, rare reports of hemolytic anemia, and very rare reports of aseptic meningitis in patients administered with IGIV. Thrombotic events have been reported in association with IGIV. Patients at risk may include those with a history of atherosclerosis, multiple cardiovascular risk factors, advanced age, impaired cardiac output, and/or known or suspected hyperviscosity. The most common side effects noted during clinical trials included headache, vomiting, fever, nausea, rash, and back pain.

As with all plasma-derived therapeutics, the potential to transmit infectious agents cannot be totally eliminated.


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