Filed by Baxter International Inc.
pursuant to Rule 425 under the Securities
Act of 1933, and deemed filed pursuant
to Rule 14a-12 of the Securities Act of 1934.
Subject company: Fusion Medical Technologies, Inc.
Commission File No.: 000-28460
FOR IMMEDIATE RELEASE
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Media contacts: For Baxter: For Fusion:
Deborah Spak, (847) 948-2349 Allen & Caron Inc.
Matt Clawson
949-474-4300
Investor contacts: For Baxter: or
Neville Jeharajah, (847) 948-2875 Philip M. Sawyer, President & CEO
Mary Kay Ladone, (847) 948-3371 Larry J. Strauss, VP Finance & CFO
510-818-4600
EXCHANGE RATIO IS SET FOR BAXTER'S ACQUISITION
OF FUSION MEDICAL TECHNOLOGIES
Closing Is Anticipated To Occur After May 3 Fusion Stockholder Meeting
Deerfield, Ill. and Fremont, Calif., April 30, 2002 - Baxter International
Inc. (NYSE:BAX) and Fusion Medical Technologies, Inc. (NASDAQ: FSON) jointly
announced today that the exchange ratio for Baxter's pending acquisition of
Fusion in a stock-for-stock merger has been set. Assuming the Fusion
stockholders adopt and approve the merger at the special meeting scheduled for
May 3, 2002, each share of Fusion common stock will, upon the closing of the
merger, be converted into 0.1763 of a share of Baxter common stock.
The Fusion board of directors has unanimously recommended that the
stockholders vote to adopt and approve the merger at the special meeting for
Fusion stockholders. The waiting period for the merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired on April 5, 2002.
Fusion develops and commercializes proprietary products used to control
bleeding during surgery. Fusion's primary commercial product, FloSeal, is a
combination of specially engineered
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BAXTER AND FUSION ANNOUNCE EXCHANGE RATIO - PAGE 2
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collagen-derived particles and topical thrombin that is very effective in
controlling bleeding. It is easy to use and works well on wet, actively bleeding
tissue even in very challenging situations. The FDA approved the sale of FloSeal
in the United States in December 1999. Fusion currently markets the FloSeal
products in surgical procedures, other than ophthalmic, as an adjunct to
hemostasis when control of bleeding by ligature or conventional procedures is
ineffective or impractical.
Baxter International Inc. (NYSE:BAX) is a global health care company that,
through its subsidiaries, provides critical therapies for people with
life-threatening conditions. Baxter's bioscience, medication delivery and renal
products and services are used to treat patients with some of the most
challenging medical conditions including cancer, hemophilia, immune
deficiencies, infectious diseases, kidney disease and trauma.
Baxter's BioScience business provides innovative therapeutic solutions for
biosurgery and tissue regeneration, including fibrin sealant and a complete line
of application devices. Its principal product, Tisseel VH fibrin sealant, was
the first fibrin sealant to receive FDA approval and is indicated for tissue
sealing, as well as hemostasis in cardiopulmonary and certain other surgical
procedures. Introduced in Europe, Tisseel (also marketed as Tissucol in some
countries) is backed by more than twenty-two years of clinical experience and
has been used in more than 8 million surgical procedures worldwide.
(Tisseel and Tissucol are trademarks of Baxter International Inc. or Baxter AG.
Tisseel is registered in the U.S. Patent and Trademark office.)
(Fusion Medical Technologies, Fusion, FloSeal, and the stylized Fusion logo are
trademarks of Fusion.)
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BAXTER AND FUSION ANNOUNCE EXCHANGE RATIO - PAGE 3
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The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the full text of the Merger Agreement. A copy of the
Merger Agreement is filed as an exhibit to the Registration Statement and
attached as an annex to the Proxy Statement/Prospectus filed in connection with
the merger.
BAXTER INTERNATIONAL INC. HAS FILED A REGISTRATION STATEMENT ON FORM S-4 WITH
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (SEC) IN CONNECTION WITH
BAXTER'S PROPOSED ACQUISITION OF FUSION MEDICAL TECHNOLOGIES, INC., AND BAXTER
AND FUSION HAVE MAILED A PROXY STATEMENT/PROSPECTUS TO FUSION STOCKHOLDERS IN
CONNECTION WITH THE PROPOSED TRANSACTION. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT BAXTER, FUSION, THE MERGER, THE PERSONS
SOLICITING PROXIES, RELATING TO THE MERGER, THEIR INTERESTS IN THE MERGER, AND
RELATED MATTERS. You will be able to obtain the documents and other filings by
Baxter and Fusion with the SEC at www.sec.gov. In addition, you may obtain the
documents filed with the SEC by Baxter in connection with this transaction free
of charge by requesting them from Baxter International Inc. Investor Relations
at One Baxter Parkway, Deerfield, Illinois 60015 or (847) 948-2000, and you may
obtain documents filed with the SEC by Fusion in connection with this
transaction free of charge by requesting them from Fusion Medical Technologies,
Inc. Investor Relations at 34175 Ardenwood Blvd., Fremont, CA 94555 or (510)
818-4610.
Fusion and its directors and certain of its executive officers may be deemed to
be participants in the solicitation of proxies from Fusion stockholders in
connection with the proposed transaction. Information about the directors and
executive officers of Fusion is set forth in Fusion's SEC Form 10-K and Proxy
Statement for 2000. This document will be made available free of charge at the
SEC web site at www.sec.gov and from Fusion as described above.
This press release contains forward-looking statements that involve risks and
uncertainties, including approval by Fusion's stockholders and actions of
regulatory bodies that may impact the companies' ability to complete the
transaction, technological advances in the medical field, product demand and
market acceptance, the effect of economic conditions, the impact of competitive
products and pricing, actions of regulatory bodies, foreign currency exchange
rates and other risks detailed in the companies' filings with the SEC. These
forward-looking statements are based on estimates and assumptions made by
management of Baxter and Fusion at the time of issuance of this press release,
that are believed to be reasonable, but are inherently uncertain and difficult
to predict. Actual results or experience could differ materially from the
forward-looking statements.