Announcements

SRZ Represents Talecris in Sale to Grifols

June 7, 2010

SRZ is representing Talecris Holdings LLC, an affiliate of Cerberus Capital Management LP, in the pending merger of Talecris Biotherapeutics Holdings Corp. with Grifols SA in a transaction announced on June 7. Talecris Holdings owns approximately 49% of Talecris Biotherapeutics, a global biotherapeutic and biotechnology company that discovers, develops and produces critical care treatments for people with life-threatening disorders in a variety of therapeutic areas. Grifols has agreed to acquire Talecris, which has more than 4,500 employees worldwide and expects full year 2010 revenues to be in the range of $1.62 billion to $1.65 billion, for a combination of cash and newly issued Grifols non-voting shares having an aggregate value of approximately $3.4 billion (euro 2.8 billion), based on the closing price of Grifols’ ordinary shares on June 4. The merger consideration represented a premium of 53% over the average closing price of Talecris common stock over the 30 days prior to the announcement. The merger agreement has no financing contingency, financing having been committed to by a syndicate of banks led by Deutsche Bank, Nomura, BBVA, BNP Paribas, HSBC and Morgan Stanley. However, the transaction is subject to customary closing conditions, including antitrust and regulatory review, and the approval of each company's stockholders. Partner Stuart D. Freedman led the SRZ team on the transaction.