Pfizer Inc. (NYSE:PFE) entered into a definitive agreement to acquire two commercially marketed vaccines and related production facilities from Baxter International Inc. (NYSE:BAX) for approximately $640 million on July 30, 2014. The consideration is subject to certain adjustments. The vaccine division generated a turnover of approximately €225 million ($301.86 million) recently. The transaction is subject to regulatory approvals, including some countries in the European Union, and other customary closing conditions. The transaction has been approved by Czech antitrust office UOHS and is expected to close by the end of 2014. The transaction is expected to be modestly dilutive to Baxter in adjusted earnings of fourth quarter of 2014 and dilutive to 2015 adjusted earnings by approximately $0.15 per diluted share.

Jeffrey Symons, Dvir Oren, David Fox, Willard Boothby, Mattias Jonsson, David MacDonald, Scott Price and Steven Clemens of Kirkland & Ellis LLP acted as legal advisors and Credit Suisse Securities (USA) LLC acted as financial advisor for Pfizer. Horst Ebhardt, Hartwig Kienast, Katrin Stauber, Christoph Zechner, Kurt Retter, Wolfram Schachinger, Niklas Schmidt, Walter Poeschl, Roland Marko, Karl Binder, Libor Prokes, Anna Diblikova, Bill Finney and Pavel Srb of Wolf Theiss acted as legal advisors for Baxter. Christoph Mager, Elisabeth Stichmann, Daniel Varro, Johanna Höltl, Sabine Fehringer, Florian Schuhmacher and Christian Stuppnig of DLA Piper acted as legal advisors to Pfizer.

David J. Zampa, Thomas M. Thesing, Suresh T. Advani, Ken Glazer, Joshua T. Hofheimer, Laura L. Leonard, Mary C. Niehaus, Kristina Nordlander, Jeffrey S. Rothstein, Nicholas D. Turner, Luke J. Valentino, Vincenzo Salvatore, Alyse H. Andalman, Heather Barc, Nicola Bartholomew, Brendan M. Bowes, Rosanna Connolly, Angelene Duke, Patrick J. Harrison, Elizabeth L. Massaro, Yael M. Resnick and Matthew D. Stoker of Sidley Austin LLP acted as legal advisors to Baxter International. The Goldman Sachs Group, Inc. (NYSE:GS) acted as a financial advisor and PricewaterhouseCoopers LLP ed as an accountant (tax) to Baxter International. Deloitte Touche Tohmatsu acted as an accountant (tax) to Pfizer Inc. The currency conversion was done through www.oanad.com on August 11, 2014.