CSL and Talecris Biotherapeutics Agree to Terminate Merger Agreement

CSL and Talecris Biotherapeutics Agree to Terminate Merger Agreement

Melbourne, Australia & Research Triangle Park, N.C. — 09/06/2009

CSL Limited (ASX: CSL) and Talecris Biotherapeutics, Inc. announced today that they have mutually agreed to terminate their merger agreement, announced on August 12, 2008, under which CSL agreed to acquire Talecris for US$3.1 billion in cash.

Dr. Brian McNamee, CEO and Managing Director of CSL Limited, said, "We are disappointed that the U.S. Federal Trade Commission (FTC) resolved to block the transaction. As we have previously stated we fundamentally disagree with the FTC case and matters included in their complaint. Although we continue to believe in the many customer benefits and significant financial synergies that supported the transaction, CSL’s Board of Directors did not believe that entering into a protracted litigation process with the FTC, with its inherent risks, substantial costs, and lengthy distraction of CSL management and staff from planning and running our businesses would be in the best interests of our stakeholders.”

Dr McNamee continued, “While we regret that the transaction cannot be completed, CSL remains a well positioned global biopharmaceutical business and will continue to expand on its core strengths. We have consistently produced yearon-year growth for our shareholders and we are confident in the continued value and growth potential of our stand-alone business. We continue to have great respect for Talecris and wish them well in the future.”

Lawrence D. Stern, Talecris' Chairman and Chief Executive Officer, said, "After discussions with CSL, we have mutually agreed that litigation regarding the antitrust issue was not the path forward. Based on a careful analysis of the situation and all alternatives available, we believe that termination of the merger agreement is in the best interest of all parties. We are disappointed that patients will not benefit from the efficiencies we saw in the proposed combination. Talecris continues to focus on its patient community and customers, and on building and realizing value for its employees and owners. Through the process, we developed an even greater appreciation for CSL's competencies, professionalism and integrity, and we wish Brian and his team well in their future endeavors."

Both parties will fulfil their obligations for termination contained in the merger agreement. As part of the agreement, CSL will pay Talecris a US$75 million break fee, and the plasma supply contract the parties entered into in connection with the merger agreement will remain in effect.

CSL and Talecris remain highly committed to their respective customers and patient communities.

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Media Contacts: 
Dr Rachel David
  Director, Public Affairs
  CSL Limited
  Telephone: +613 9389 1821
  Email: rachel.david@csl.com.au

Tim Duncan
  Hinton & Associates
  Telephone: +613 9600-1979
  Email: tduncan@hintons.com.au

United States 
Stan Neve & Robin Gilliland
  Brunswick Group
  Telephone: +1 212 333 3810
  Email: sneve@brunswickgroup.com

Investor Contact:Talecris Contact:
Mark Dehring
  Head of Investor Relations
  CSL Limited
  Telephone: +613 9389 2818
  Email: mark.dehring@csl.com.au

Wendy Wilson
  Telephone: +1 919.316.2430
  Email: wendy.wilson@talecris.com
© 2016 CSL Limited