exv99w1 GRIFOLS TO ACQUIRE TALECRIS BIOTHERAPEUTICS CREATING A WORLD LEADING PROVIDER OF LIFE-SAVING PLASMA PROTEIN THERAPIES The combination of Grifols and Talecris will create a diversified, global provider of life-sav

GRIFOLS TO ACQUIRE TALECRIS BIOTHERAPEUTICS CREATING A WORLD

LEADING PROVIDER OF LIFE-SAVING PLASMA PROTEIN THERAPIES

Barcelona, Spain and Research Triangle Park, N.C., June 7, 2010 Grifols (GRF.MC) a global

healthcare company and leading producer of plasma protein therapies, and Talecris (NASDAQ:

TLCR) a U.S.-based biotherapeutics products company, today announced that they have signed a

definitive agreement through which Grifols will acquire Talecris for a combination of cash and

newly issued Grifols non-voting shares having an aggregate value today of approximately $3.4

billion ( 2.8 billion), creating a global leader of life-saving and life enhancing plasma

protein therapeutics.

The combination of Grifols and Talecris will create a vertically integrated and diversified

international plasma protein therapies company, bringing together complementary geographic

footprints and products, as well as increased manufacturing scale. Grifols leading global

footprint will benefit from Talecris strong presence in the United States and Canada. Grifols

available manufacturing capacity will enable Talecris to increase production in the near term.

As a result, the combined company will be better able to meet the needs of more patients with

under-diagnosed disease states around the world.

In addition, upon completion of the transaction, the combined company will have:

Grifols Chairman and CEO Victor Grifols commented, The acquisition of Talecris furthers our

vision to better serve patients and health care professionals with innovative products, a

strong clinical research capability and new research into recombinant therapies. We look

forward to combining the strengths of both companies to improve the quality of the lives of

patients around the world, while positioning the enlarged group for long term profitable

Talecris Chairman and CEO Lawrence D. Stern commented, We believe that Grifols

well-established reputation, know-how and expertise will enable the combined entity to meet the

needs of more patients. Our employees will benefit from the opportunities available to them as

part of a larger, global organization committed to the expansion of Talecris existing

business, the development of our pipeline products, and the maintenance of our culture of

compliance and quality. Importantly, our stockholders will realize a compelling premium and

benefit from the ability of the combined business to accelerate key gross margin improvement

opportunities within Talecris.

Financial Details and Closing Conditions

Grifols will acquire all of the common stock of Talecris for $19.00 in cash and 0.641

newly-issued non-voting Grifols shares for each Talecris share. Based on the closing price of

Grifols ordinary shares as of June 4th 2010 and prevailing Euro-Dollar exchange

rates, this represents an implied price of $26.16 per Talecris share, which constitutes a

premium of 53% to the average closing price of Talecris common stock over the last 30 days. The

total implied offer value for Talecris is $3.4bn ( 2.8bn) and the resulting transaction value,

including net debt, is approximately US$4.0 billion ( 3.3 billion).

The newly-issued non-voting Grifols shares will be listed on the NASDAQ Global Market and the

Mercado Continuo (Spain) and will carry the same dividend and economic rights as Grifols

ordinary shares. The Boards of Directors of both Grifols and Talecris have unanimously approved

the transaction and recommended it to their respective shareholders.

The acquisition is expected to generate approximately $230 million in operating synergies from

a more efficient plasma collection network, optimized manufacturing sales, marketing and R D,

which Grifols expects to realize over

the next four years with an associated one-time cost of $100 million. The transaction is

expected to be accretive to earnings in the first year and produce meaningful accretion from

year two. The combined company will have pro-forma annual revenues of approximately $2.8

billion with 58% coming from North America, 28% from Europe and 14% from the rest of the world.

The transaction s financing is fully committed by a syndicate led by Deutsche Bank, Nomura,

BBVA, BNP Paribas, HSBC and Morgan Stanley. The merger agreement has no financing contingency.

After the transaction, Grifols anticipates that its initial net debt to EBITDA ratio will reach

approximately five times. Grifols expects the combined company to generate significant free

cash flow over the near term, which together with the synergies will enable it to reduce

leverage rapidly. Grifols expects a progressive reduction in debt ratios to approximately three

times EBITDA by year-end 2012 and below two times by year-end 2014 even as key capital programs

The transaction is subject to customary closing conditions, including antitrust and regulatory

review, and requires the approval of each company s shareholders. The leading shareholders of

Grifols have agreed to vote their shares in favor of the transaction and an affiliate of

Cerberus Capital Management, L.P., which owns approximately 49% of the outstanding Talecris

common stock, has entered a similar agreement. The transaction is expected to close in the

second half of 2010.

Conference Call/Webcast

Grifols will be conducting an analyst and investor call at 10:00 CET / 04:00 EDT. The call can

be accessed by the dial-in numbers below or via webcast on www.grifols.com and

www.talecris.com. The call dial-in is 34-91-414-25-33 within Europe, 1-517-345-9004

within the U.S and 44-20-7108-6370 within the UK. The pin code is: 5476891. The passcode is

A replay of the analyst and investor call will be available at www.grifols.com and

www.talecris.com approximately 45 minutes after the end of the call.

For U.S.-based analysts and investors, there will be a second conference call with Talecris and

Grifols at 14:30 CET / 08:30 EDT for those unable to participate in the earlier call. The

dial-in numbers are the same as above, as is the passcode, but the pin code will be: 5476904.

Nomura and BBVA are serving as financial advisors to Grifols, and Morgan Stanley, Citi and

Natixis are serving as financial advisor to Talecris. Legal counsel for Grifols is Osborne

Clarke S.L.P. and Proskauer Rose LLP and for Talecris is Wachtell, Lipton Rosen Katz, Arnold

Porter LLP and Uria Men ndez. Schulte Roth Zabel LLP acted as advisor to

Grifols is a Spanish holding company specialized in the pharmaceutical-hospital sector and is

present in more than 90 countries. Since 2006, the company has been listed on the Spanish Stock

Exchange ( Mercado Continuo ) and is part of the Ibex-35. Grifols researches, develops,

manufactures and markets plasma derivatives, IV therapy, enteral nutrition, diagnostic systems

and medical materials.

About Talecris: Inspiration. Dedication. Innovation.

Talecris Biotherapeutics is 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 including immunology, pulmonology, neurology, critical care, and

This release contains forward-looking statements as defined in the Private Securities

Litigation Reform Act of 1995. The words anticipate, believe, estimate, expect,

intend, will, should and similar expressions, as they relate to us, are intended to

identify forward-looking statements. These statements reflect management s current beliefs,

assumptions and expectations and are subject to a number of factors that may cause actual

results to differ materially. These factors include but are not limited to: the unprecedented

volatility in the global economy; the risk that the future business operations of Talecris will

not be successful; the risk that we will not realize all of the anticipated benefits from our

acquisition of Talecris; the risk that customer retention and revenue expansion goals for the

Talecris transaction will not be met and that disruptions from the Talecris transaction will