BXLT IR – 4/11 intended record date. Intention is for BAX to sell all of its remaining BXLT shareholdings (4.5% S/O) before May 26 (standstill agreement expiration date); this would also be the earliest date for BXLT to have its shareholder vote on the SHPG transaction.
BAX needs to wait 30 calendar days from the last offering (a secondary equity offering on March 16) before it can begin the exchange offer (which would be open for 20 business days). The IRS ruling for BXLT to be a the tax-free spin for BAX gave three options for disposing the BXLT shares: (1) sell the stock to reduce existing debt, (2) sell the stock to reduce existing pension obligations, and (3) an equity-for-equity exchange (which is similar to a share buyback).
BXLT still using mid-2016 closing guidance, which could be May, June or July. Regarding antitrust, there are no overlaps in the two companies products but would need to contact SHPG on an update of the outstanding approval processes (note: EC, Japan, Jersey, Russia, Taiwan & Turkey per the most recent proxy filed on March 28). BXLT and SHPG shareholder votes will be held close in time; BLXT filing a proxy and SHPG (Jersey incorporated, London primary exchange) filing a circular.
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