Baxter Says Board Okays Baxalta Spin-off, Announces Special Dividend

(RTTNews) - Healthcare company Baxter International Inc (BAX) on Friday said its board has approved the planned separation of its biopharmaceuticals business, to be known as Baxalta Inc, and declared a special dividend of 80.5 percent of the outstanding shares of Baxalta common stock. Baxter will retain a 19.5 percent ownership stake in Baxalta immediately following the distribution.

For each share of Baxter common stock held of record as of the close of business on June 17, Baxter shareholders will receive one share of Baxalta stock. Shareholders will receive cash in lieu of fractional shares. The special dividend is expected to be paid on July 1.

The distribution of Baxalta stock will complete the proposed separation and Baxalta expects to begin trading "regular way" as an independent company beginning July 1 on the New York Stock Exchange under the ticker symbol "BXLT".

Baxter expects "when-issued" trading for both Baxter and Baxalta to begin on the NYSE on June 15 under the symbol "BAX WI" for Baxter and "BXLT WI" for Baxalta.

"This announcement marks an important milestone towards the creation of two global independent healthcare companies that share a common heritage of saving and sustaining lives," said Robert Parkinson, Jr., Baxter's chief executive officer.

"The spin-off underscores Baxter's commitment to ensuring its long-term strategic priorities remain aligned with shareholders' best interests while creating enhanced value for patients, healthcare providers and other key stakeholders," he added.

Baxter said the spin-off has been structured to qualify as a tax-free distribution to U.S. holders of Baxter's common stock for U.S. federal income tax purposes. However, cash received in lieu of fractional shares may be taxable to such shareholders.

Following the separation, Baxter will have a global footprint built around fluid systems, renal therapies, parenteral nutrition, inhalation anesthetics and biosurgery products. It will be focused on developing new healthcare solutions in hospital, in-center and home based therapies.

Baxalta will become a provider of therapeutic treatments for people with rare conditions, chronic diseases or limited treatment options. According to Baxter, Baxalta's pipeline is built on a legacy of innovation in bleeding disorders and immunology, and is expanding to address unmet medical needs in niche areas of oncology, as well as technology platforms such as gene therapy.