Talecris-Grifols deal wins initial FTC approval

Talecris Biotherapeutics' $4 billion takeover by Grifols SA of Spain has won tentative approval from U.S. antitrust regulators, after the companies agreed to sell some assets.

Company officials have been in negotiations for months with the U.S. Federal Trade Commission, which wants to ensure the deal doesn't lead to higher prices for specialized drugs made from blood plasma.

Under a consent agreement with the FTC announced this morning, the companies agreed to sell Talecris' plant in Melville, N.Y., a division that makes a plasma-derived drug to treat hemophilia, and two plasma collection centers.

The deal, first announced in June, creates a new corporate parent for Talecris, North Carolina's largest biotechnology company. Based in Research Triangle Park, Talecris employs more than 2,200 people in the Triangle, mostly at a massive drug factory in Clayton.

Grifols gains a profitable company with steadily increasing sales to build a stronger foothold in the United States. Leaders at Grifols were eager to get a deal done and decided that selling various assets was worth it to secure FTC approval.

"Most investors thought there might be some requirement by the FTC to sell off part of the operation, so it should not be a big surprise," said John Putnam, an analyst with Capstone Investments in San Diego.

The full, five-member FTC still needs to sign off on the deal and Grifols expects a decision within a month. Talecris shareholders approved the deal in February, and officials have said they hope to close it by June 30.

“We are happy about the announcement as it’s a very significant step, but we still need to wait for the final approval,” Grifols deputy Chief Financial Officer Nuria Pascual told Bloomberg News in a telephone interview.

The FTC blocked a previous buyout of Talecris by CSL of Australia, saying that deal would have hurt competition and consumers.

Talecris holders will receive $31.83 a share in cash and stock in the sale, based on Grifols' closing price on Friday. Talecris rose 95 cents to $28.87 this morning.

Talecris shares began trading publicly in Sept. 2009 at $19 each.

The deal is expected to lead to cost cutting at Talecris, which could include lost jobs in the Triangle. Grifols expects to save $230 million by combining some operations.

Grifols will sell Talecris' New York factory and other assets to Kedrion SpA of Italy and provide contract manufacturing. It will also operate the Melville plant for as many as four years under a lease agreement.

And the combined company will continue to make the Koate hemophilia drug for Kedrion.

Grifols agreed to buy Talecris on June 7 to gain brands such as Gamunex, a treatment for three immune system disorders, and Prolastin, the leading treatment for emphysema patients who were born with a protein deficiency.

Talecris has said it will proceed with an $800 million expansion of its blood-plasma production capacity, which is expected to create hundreds of additional jobs at its Clayton facility.

Talecris was created in 2005 when Bayer AG sold its plasma business for about $590 million to New York-based Cerberus Capital Management and Ampersand Ventures of Wellesley, Mass.

Grifols was founded in 1940 by a Spanish hematologist, Jose Grifols Roig. His grandson, Victor Grifols Roura, is chairman and CEO.

Plasma is the watery, yellow liquid that carries blood cells. Grifols, Talecris, Baxter and CSL pay healthy people to donate plasma at collection centers across the U.S., then spin it in centrifuges to extract products such as immunoglobulins, albumin and blood-clotting proteins for treating hemophilia.

Bloomberg News contributed to this report.