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EXCHANGE OFFER |
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On April 21, 2016, Baxter International Inc. (“Baxter”) commenced an offer to
exchange (the “exchange offer”) up to 13,360,527 shares of common stock
(“Baxalta common stock”) of Baxalta Incorporated (“Baxalta”) in the aggregate
for outstanding shares of common stock of Baxter (“Baxter common stock”) that
are validly tendered and not validly withdrawn, as described in further detail
in the Prospectus of Baxalta, dated May 4, 2016 (the “Prospectus”).
Forward-Looking Statements
The matters discussed herein that are not historical facts include
forward-looking statements concerning the exchange offer, Baxter’s financial
results, business development activities, capital structure, cost savings
initiatives, R&D pipeline including results of clinical trials and planned
product launches, and outlook for 2016. The statements are based on assumptions
about many important factors, including the following, which could cause actual
results to differ materially from those in the forward-looking statements: the
ability to successfully complete the exchange offer on the terms or timeline
currently contemplated, if at all, and achieve the intended results and satisfy
conditions for the exchange offer, including the continued effectiveness of a
private letter ruling from the U.S. Internal Revenue Service; demand for and
market acceptance of risks for new and existing products, and the impact of
those products on quality or patient safety concerns; product development risks;
product quality or patient safety concerns; future actions of regulatory bodies
and other governmental authorities, including the FDA and foreign counterparts;
failures with respect to compliance programs; future actions of third-parties,
including payers; U.S. healthcare reform and other global austerity measures;
pricing, reimbursement, taxation and rebate policies of government agencies and
private payers; the impact of competitive products and pricing, including
generic competition, drug reimportation and disruptive technologies; global,
trade and tax policies; accurate identification of and execution on business
development and R&D opportunities and realization of anticipated benefits;
fluctuations in supply and demand; the availability of acceptable raw materials
and component supply; the inability to create timely production capacity or
other manufacturing supply difficulties; the ability to achieve the intended
results (including targeted margin improvements) associated with the recent
separation of the biopharmaceutical and medical products businesses and the
associated disposition of Baxter’s retained stake in Baxalta; the ability to
enforce owned or in-licensed patents or the patents of third parties preventing
or restricting manufacture, sale or use of affected products or technology; the
impact of global economic conditions; fluctuations in foreign exchange and
interest rates (including with respect to emerging market currencies); any
change in law concerning the taxation of income, including income earned outside
the United States; actions taken by tax authorities in connection with ongoing
tax audits; breaches or failures of Baxter’s information technology systems;
loss of key employees or inability to identify and recruit new employees; the
outcome of pending or future litigation; the adequacy of Baxter’s cash flows
from operations to meet its ongoing cash obligations and fund its investment
program; and other risks identified in Baxter’s most recent Annual Report on
Form 10-K, Quarterly Report on Form 10-Q and other U.S. Securities and Exchange
Commission (“SEC”) filings, all of which are available on Baxter’s website.
Baxter does not undertake to update its forward-looking statements.
Additional Information and Where to Find
It
Baxalta has filed with the SEC a registration statement on Form S-4 that
includes the Prospectus. The Prospectus contains important information about the
exchange offer, Baxter, Baxalta and related matters, and Baxter has delivered
the Prospectus to holders of Baxter common stock. Investors and security holders
are urged to read the Prospectus, and any other relevant documents filed with
the SEC, when they become available and before making any investment decision.
None of Baxter, Baxalta or any of their respective directors or officers or the
dealer manager appointed with respect to the exchange offer makes any
recommendation as to whether you should participate in the exchange offer. This
communication is for informational purposes only and is neither an offer to sell
or the solicitation of an offer to buy any securities or a recommendation as to
whether investors should participate in the exchange offer. The offer will be
made solely by the Prospectus. A copy of the Prospectus and other related information are available through the links above. You may also obtain the Prospectus, and other related documents filed with the SEC, at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, D.C. 20549, and you will be able to obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You will also be able to obtain copies of the Prospectus, and other documents filed with the SEC, by mail from the SEC at the above address, at prescribed rates. The SEC also maintains a website that contains reports, proxy statements and other information that Baxter and Baxalta file electronically with the SEC. The address of that website is "http://www.sec.gov". |