FTC accepts Grifols and Talecris' Consent Agreement for public comment

Jun 1 2011

Grifols, S.A. (GRF.MC) and Talecris Biotherapeutics Holdings Corp. (NASDAQ: TLCR) announced today that the U.S. Federal Trade Commission (FTC) has accepted for public comment a Consent Agreement that outlines the conditions necessary for Grifols' acquisition of Talecris to proceed. Grifols may close the transaction without further action by the FTC, and closing is expected to occur June 1, 2011, or shortly thereafter.

The terms of the Consent Agreement require Grifols to divest, within 10 days of its acquisition of Talecris, the following assets to the Italian company Kedrion:

• the Melville, NY, fractionation facility (Grifols will lease the facility from Kedrion for up to a four-year period);
• plasma collection centers located in Mobile, AL and Winston Salem, NC;
• an agreed upon quantity of plasma; and
• the exclusive right to sell Factor VIII in the United States under Talecris' brand name Koate.

In addition, the Consent Agreement requires Grifols to enter into various agreements (collectively, the Divestiture Agreement) with Kedrion, including:

• a seven-year contract-manufacturing agreement under which Grifols will manufacture 300,000 liters of Koate, private-label IVIG, and private-label albumin for sale by Kedrion in the U.S.
• a five-year option for Kedrion to purchase a non-exclusive license to Koate intellectual property for use in Koate.

The Consent Agreement includes the appointment of an independent monitor to oversee Grifols' compliance with the terms of the Consent Agreement, and it requires Grifols to submit periodic reports to the Commission setting forth in detail the manner and form in which Grifols intends to comply, is complying, and has complied with the Consent Agreement.

Grifols states that neither the Consent Agreement nor the Divestiture Agreement signed with Kedrion will affect the operating synergies that Grifols expects to achieve at the combined company through the merger transaction.