Baxter Healthcare Corporation, a global health care company, has signed a definitive agreement to acquire the majority of ESI Lederle (ESI), a division of Wyeth, for approximately $305 million, the company reported.

Under the agreement, Baxter will acquire ESI Lederle's generic injectable products and patent-expired branded products, such as Phenergan (promethazine), Ativan (lorazepam), heparin, midazolam and fentanyl to expand its anesthesia and critical care portfolio. Baxter also will acquire a 330,000-square-foot facility for manufacturing injectable, small-volume drugs located in Cherry Hill, New Jersey, and approximately 1,000 new employees will join Baxter primarily in manufacturing, research and development, and sales and marketing.

ESI Lederle is a leading manufacturer and distributor of injectable drugs used in the U.S. hospital market, and it offers a complete range of sterile injectable manufacturing capabilities, including ampules and vials.

"This is a great strategic fit, and offers us immediate opportunity for sustainable growth. ESI Lederle's broad injectable drug portfolio and manufacturing capabilities complement and leverage our strong quality foundation and longstanding relationships with anesthesia and critical care providers," said Harry M. Jansen Kraemer, Jr., Baxter's chairman and chief executive officer. "We expect to effectively integrate ESI Lederle's injectable drug portfolio into our medication delivery business, and expand the business as we've done in the past with our successful acquisition and integration of Ohmeda Pharmaceutical Products and Cook Pharmaceutical."

"The vertical integration of ESI Lederle's manufacturing capabilities provide a reliable, cost-effective, quality manufacturing source of small volume parenterals, vials and ampules not currently available elsewhere within Baxter," explained David F. Drohan, senior vice president and president of Baxter's Medication Delivery business. "The vertical integration and broader injectable drug portfolio make this acquisition a win-win for Baxter and for our customers."

Closing of the transaction is subject to approval of regulatory authorities. Baxter expects that the acquisition will be non-dilutive in 2003 and accretive in subsequent years.