Article: BAXTER OFFERS $3.8 BILLION FOR W. R. GRACE'S NMC UNIT; ACQUISITION WOULD CREATE GLOBAL RENAL THERAPY LEADER

DEERFIELD, Ill., Feb. 2 /PRNewswire/ -- Baxter International (NYSE: BAX) announced today that it has sent a formal offer to W. R. Grace & Co. (NYSE: GRA) and to each of its directors to acquire its National Medical Care, Inc. (NMC) subsidiary in a tax-free transaction valued at $3.8 billion.

Baxter's proposal is simple, straightforward and fair. Baxter's proposal involves payment to Grace of $2.0 billion, comprised of a cash dividend, notes and assumed debt, and $1.8 billion in Baxter common stock, to be issued to Grace shareholders in exchange for all of the stock of NMC. The transaction would be structured as a tax-free spin- off of NMC to Grace shareholders, ...

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