Baxter Healthcare Corporation has completed its acquisition of the majority of ESI Lederle (ESI), a division of Wyeth, for approximately $305 million in cash.

Through this transaction, Baxter acquired ESI Lederle's generic injectable products and patent-expired branded products, such as PHENERGAN (promethazine hydrochloride injection USP), ATIVAN (lorazepam injection USP CIV), heparin sodium injection USP, ampicillin sulbactam injection USP, cefoxitin injection and fentanyl citrate injection USP CII, to expand its anesthesia and critical care portfolio. Baxter also acquired a 330,000-square-foot facility for manufacturing injectable, small-volume drugs located in Cherry Hill, New Jersey, and approximately 1,000 employees focused primarily in manufacturing, research and development, and sales and marketing now join the Baxter team. Wyeth retained the ESI manufacturing facility in West Chester, Pennsylvania.

Baxter was required by the Federal Trade Commission to divest several products and terminate certain other distribution agreements that overlapped with ESI products. Baxter will relinquish its exclusive marketing and distribution rights to Gensia Sicor for metoclopramide injection USP, pancuronium injection and vecuronium injection pharmaceutical products.

Mayne Group Limited, through its subsidiary Faulding Pharmaceutical Co., will acquire the rights to two products that were in ESI Lederle's development pipeline: ESI's generic pharmaceutical, propofol injectable emulsion (including patent rights for this product), and the rights to fluconazole. Baxter has marketed and distributed Gensia Sicor's generic propofol injectable emulsion since its approval in 1999, and will continue to do so through an extended alliance agreement with Gensia Sicor. Baxter expects to close the transaction with Mayne Group Limited before the end of 2002.

In accordance with Generally Accepted Accounting Principles, a portion of the purchase price will be allocated to in-process research and development, which will result in a charge in the fourth quarter.

Baxter's Medication Delivery business offers a single source for medication delivery products and services, including drug delivery, intravenous solutions, sets, infusion pumps, parenteral nutrition products, anesthesia devices and pharmaceutical agents.