Tuesday, June 9, 2009
CSL Limited announced this morning that it was pulling its HSR filing and is terminating its merger agreement with Talecris following a challenge by US antitrust authorities. The CSL-Talecris deal was one of the very first transactions to be challenged by a more assertive, post-Bush Administration, FTC.
CSL will pay Talecris a $75 million break fee. The prospect of a lengthy delay and an indeterminate outcome led the parties to decide to walk away. The FTC was to hear arguments in October 2009, well past the July 2009 drop-dead date in the merger agreement. Simultaneously, CSL announced a share buyback. Earlier, CSL's CEO hinted they might make a move like that -- essentially returning to shareholders the money they raised to do the Talecris transaction.
CSL disucssed their decision to terminate the agreement on an analyst call, which you can listen to here.