Talecris, Grifols sweeten buyout terms

Most shareholders of Talecris Biotherapeutics will get a slightly sweeter deal under revised terms of the proposed $4 billion takeover by Grifols of Spain.

The companies altered the terms to settle a lawsuit by Talecris investors, according to a Securities and Exchange Commission filing. Talecris investors, including its more than 2,000 local workers, now will receive $19 in cash and 0.6485 of a Grifols share for each Talecris share they own.

Talecris board members and Cerberus Partners, the investment firm that owns 49 percent of Talecris, still will get the original terms, $19 in cash and 0.641 of a Grifols share.

The difference isn't much, about 10 cents based on Grifols' closing price today. But it does mean that investors, who still need to vote on the deal, will have more incentive to approve it.

Talecris, based in Research Triangle Park and North Carolina's largest biotechnology company, has not set a date for its shareholders to vote.

The buyout, first announced in June, also needs to win approval from the U.S. antitrust regulators, who blocked a previous attempt to buy Talecris.

This week the Deal Pipeline, which tracks mergers for investors and others, reported that the Federal Trade Commission is considering whether to block the Grifols deal. The FTC is reportedly worried about the combined company hurting competition in the market for medicines made from blood plasma.

Grifols and Talecris officials say they expect to win regulatory approval by the end of the year and have gotten no indication of the FTC's intentions. But executives with both companies emphasize they'll be fine on their own if the deal is rejected.

In an internal employee newsletter last month, Talecris CEO Larry Stern wrote about the possibility of being left at the altar again.

And Grifols, Europe’s largest maker of blood-plasma products, would seek other ways to expand in the U.S., Deputy Chief Financial Officer Nuria Pascual told Bloomberg News on Thursday.

“We have been working on our investments in the U.S. markets and we continue to work on that,” Pascual said. “We have a strategic plan in the global markets. We are a global company, so no problem at all.”

The U.S. accounts for about a third of Grifols’ sales. The acquisition of Talecris would increase that proportion to two-thirds, Pascual said.

DealReporter, another mergers research firm, reported Wednesday that the FTC is still gathering information on the deal and hasn't decided to fight it.

“As time goes by probably there will be more rumors and comments,” Pascual said. “I’m sure there are a number of ex-FTC, lawyers or related persons who want to provide their views. I wouldn’t say they are willing to make false claims. Sometimes they speak on their experience related to other transactions and not necessarily to our transaction.”

Last year, the FTC sued to block Talecris' $3.1 billion buyout by CSL of Australia on the grounds that it would reduce competition. CSL and Talecris officials called off their deal rather than fight the FTC.

But Grifols has a much smaller U.S. presence, which should help its takeover pass regulatory scrutiny, analysts say. In a report to investors, UBS analysts wrote that the companies are likely negotiating a settlement that probably will involve the sale of Talecris’s Melville, N.Y., drug plant.

Talecris makes most of its products at a factory in Clayton that employs about 1,600 people. A $270 million expansion announced last year is underway.

Talecris shares fell 15 cents today to $23.48. The shares began trading last fall at $19.

Bloomberg News contributed to this report.