Baxter Hillrom Acquisition Presentation
Baxter Forward-Looking Statements
This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private
Securities Litigation Reform Act of 1995, each as amended, concerning Baxter's financial results, business development activities, capital structure, cost savings initiatives, R&D pipeline, including
results of clinical trials and planned product launches, and financial outlook for 2021 - 2024 for standalone Baxter and the combined companies.
Forward-looking statements provide current expectations of future events and include any statements that do not directly relate to any historical or current fact.
Actual results could differ materially from those discussed in the forward-looking statements, as a result of factors, risks and uncertainties, not under the company's control, including, but not
limited to,: (i) conditions to the consummation of the Hillrom acquisition, including Hillrom's shareholder approval of the proposed acquisition, may not be satisfied or the regulatory approvals
required for the proposed acquisition may not be obtained on the terms expected or on the anticipated schedule; (ii) successful integration of Hillrom with the company and the realization of
anticipated benefits of the acquisition (including anticipated synergies and net leverage targets) within the expected timeframes or at all; (iii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger agreement between the parties to the Hillrom acquisition; (iv) potential adverse reactions to the Hillrom acquisition by the
company or Hillrom's strategic partners; (v) the impact of global economic conditions (including potential trade wars) and public health crises and epidemics, such as the ongoing coronavirus
(COVID-19) pandemic, on the company and its customers and suppliers, including foreign governments in countries in which the company operates; (vi) the demand for and market acceptance of
risks for new and existing products (including the impact of reduced hospital admission rates and elective surgery volumes); (vii) product development risks (including any delays in required
regulatory approvals); (viii) product quality or patient safety concerns; (ix) the impact of competitive products and pricing, including generic competition, drug reimportation and disruptive
technologies; (x) accurate identification of and execution on business development and R&D opportunities and realization of anticipated benefits (including the acquisitions of Cheetah Medical,
Seprafilm Adhesion Barrier and PerClot Polysaccharide Hemostatic System and the rights to Caelyx/Doxil for specified territories outside the U.S., and Transderm Scop); (xi) loss of key employees
or inability to identify and recruit new employees; (xii) breaches or failures of the company's information technology systems or products, including by cyberattack, unauthorized access or theft;
(xiii) future actions of national and foreign regulatory and governmental authorities, including Food and Drug Administration, the Department of Justice, the Federal Trade Commission, the
Securities and Exchange Commission, the New York Attorney General and the Environmental Protection Agency, including the continued delay in lifting the warning letter at our Ahmedabad facility
or proceedings related to the investigation related to foreign exchange gains and losses; (xiv) uncertainties regarding actual or potential legal proceedings, including the opioid litigation, ethylene
oxide litigation and litigation related to the company's internal investigation of foreign exchange gains and losses; (xv) increasing regulatory focus on privacy and security issues; failures with
respect to compliance programs; (xvi) U.S. healthcare reform and other global austerity measures; (xvii) pricing, reimbursement, taxation and rebate policies of government agencies and private
payers; proposed regulatory changes of the U.S. Department of Health and Human Services in kidney health policy and reimbursement; (xviii) the ability to enforce owned or in-licensed patents or
the prevention or restriction of the manufacture, sale or use of products or technology affected by patents of third parties; (xix) global, trade and tax policies; (xx) any change in laws concerning the
taxation of income (including current or future tax reform), including income earned outside the United States and potential taxes associated with the Base Erosion and Anti-Abuse Tax; (xxi) actions
taken by tax authorities in connection with ongoing tax audits; (xxii) fluctuations in foreign exchange and interest rates; (xxiii) and other factors discussed in "Risk Factors" in Baxter's Annual Report
on Form 10-K for the most recently ended fiscal year and other filings with the SEC, which are available on Baxter's website and at www.sec.gov. Baxter is providing the information in this
communication as of this date and does not undertake any obligation to update any forward-looking statements as a result of new information, future events or otherwise.
No Solicitation
Baxter, its directors and executive officers are not soliciting proxies from the stockholders of Hillrom in connection with the proposed acquisition and are not participants in the solicitation of
proxies by Hillrom. Baxter is making this communication for informational purposes only and does not intend to file any communication relating to the proposed acquisition on a proxy statement
on Schedule 14A with the SEC.
Baxter
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