CSL to buy Talecris for $3.1b record buyout

August 14, 2008 - 0:0
CSL Ltd., the world's second-largest maker of blood plasma products, agreed to buy Talecris Biotherapeutics Holding Corp. for $3.1 billion cash, boosting sales by more than a third with its biggest acquisition. CSL will raise $1.5 billion in a share sale to help fund the acquisition, the Melbourne-based company said today in a statement. CSL will buy U.S.-based Talecris from Cerberus Partners LP and Ampersand Ventures. Talecris's Gamunex and Prolastin, used to treat immune disorders such as lupus and multiple sclerosis in which the body attacks itself, are in the fastest-growing segments of the $15 billion global plasma-product market. CSL's deal will be the largest health-care purchase by an Australian company, according to data compiled by Bloomberg. ``It's a lifesaving product that's funded primarily by governments, so the stability of the cash-flow is enormous,'' said Helen Cameron, a health-care analyst at Citigroup Inc. in Sydney. ``CSL has been very good at optimizing the return on every liter of plasma, and really that's the game.'' CSL shares were halted from trading for the stock sale. They last traded at A$39, valuing the company at A$21.5 billion ($18.6 billion). The new shares are being offered at between A$34.50 and A$39 each, as much as 11.5 percent below yesterday's closing price, according to an offer document sent to investors today. At the top of the range, CSL will sell 43.58 million shares, equivalent to about 8 percent of issued capital. Profit Surged The stock has gained 7 percent this year, the best-performing health-care share on Australia's benchmark S&P/ASX 200 Index. CSL Chief Executive Officer Brian McNamee, 51, said today net income rose 30 percent to A$701.8 million in the 12 months to June 30, from A$539.3 billion a year earlier, due to sales and royalties from the cervical cancer vaccine Gardasil and increased revenue from plasma products. Sales rose 15 percent to A$3.8 billion in fiscal 2008. In the same period, Talecris generated revenue of A$1.4 billion, CSL said. The combined company will still trail Baxter International Inc. in plasma-derivative sales by about 25 percent. CSL paid 12 times earnings before interest, tax, depreciation and amortization for Talecris. Baxter trades at 14.6 times earnings, while CSL trades at 21.2 times. Watery Liquid McNamee today said he expects combined sales of about A$3.8 billion for the plasma products unit after the Talecris purchase. Baxter generated revenue of $4.65 billion from plasma last year. ``This looks like an acquisition that CSL's balance sheet can comfortably handle.'' said Rob Gallagher, a Sydney-based analyst for Macquarie Group Ltd. ``On first look, the synergy potential is quite high.'' Plasma is the watery liquid in which blood cells are suspended. Doctors are increasingly using plasma-based products such as Gamunex, which accounted for more than half of Talecris's $1.2 billion in sales last year, and CSL's Privigen to treat diseases in which immune cells attack the nervous system, such as MS and Guillain-Barre syndrome. The treatment is also being studied for Alzheimer's disease. Prolastin, which earned Talecris about $280 million last year, is designed to treat an inherited and deadly disorder in which a normally beneficial enzyme damages the lungs, causing emphysema. CSL, which generates about A$900 from every liter of plasma it processes, should improve manufacturing efficiency at Talecris, which makes about A$580 per liter, Citigroup's Cameron said. Three Times Larger CSL agreed to pay $75 million if regulators block the deal, McNameee said. Cerberus, the New York-based hedge fund formed by former Drexel Burnham Lambert Inc. trader Stephen Feinberg, and Wellesley, Massachusetts-based Ampersand formed Talecris in 2005 when they bought Bayer AG's plasma business for about $590 million. Research Triangle Park, North Carolina-based Talecris operates 56 blood-collection centers and two manufacturing facilities in the U.S. CSL's deal is more than three times larger than its biggest previous purchase, when it bought Aventis Behring for 550 million euros in 2004. The purchase will ``provide CSL with the additional scale, breadth of products, geographical presence, low cost base and capacity to increase output to enhance our position in the $15 billion global plasma products market,'' McNamee said. Buying Talecris tops Symbion Health Ltd.'s A$2.4 billion acquisition of Primary Health Ltd. in May as Australia's biggest health-care purchase since Bloomberg began compiling data in 2000. CSL will fund the rest of the acquisition with cash and a loan from Merrill Lynch & Co., who is advising on the deal, it said in the statement. To contact the reporter on this story: Simeon Bennett