Talecris Bayer Spin-Off Agreement

From the Bayer press release:

"Bayer today confirmed that it has completed its previously announced transaction to contribute the assets of its worldwide plasma products business to Talecris BioTherapeutics, Inc., a newly formed corporation controlled by affiliates of Cerberus Capital Management, L.P., New York, and Ampersand Ventures, Wellesley, Massachusetts. The overall transaction volume amounts to approximately US $590 million (approx. EUR 450 million), including cash, a 10 percent equity interest in Talecris BioTherapeutics Holdings Corp., retention of selected working capital items and contingent payments of up to US$ 60 million.

All plasma activities in the United States were transferred to Talecris, which is maintaining its headquarters in Research Triangle Park, N.C. In most other countries in which Bayer has been distributing plasma products, Bayer companies will continue to distribute plasma products on behalf of Talecris. Bayer and Talecris have also entered into several service and supply arrangements."

The Spin-Off and Acquisition Agreement is here, and the Master Agreement is here.