Attached files
Exhibit 99.3
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Baxter and Synovis
• What has just happened?
• How did this come about?
• Why did this happen?
• What will happen now? And
When?
When?
• What does this mean for you?
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What Has Just Happened?
• Baxter BioSciences and Synovis Life
Technologies entered into a definitive
agreement
Technologies entered into a definitive
agreement
• The agreement is subject to
shareholder approval
shareholder approval
• The agreement is for the BioSciences
Division of Baxter to acquire all of
Synovis.
Division of Baxter to acquire all of
Synovis.
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How did this come about?
• Synovis was not seeking a buyer - we were
not for sale
not for sale
• Baxter approached Synovis with a proposal
we believed might be in the best interests of
our Shareholders
we believed might be in the best interests of
our Shareholders
• Baxter saw synergistic opportunities for the
combination of our businesses and made a
compelling offer to buy the Company
combination of our businesses and made a
compelling offer to buy the Company
• Baxter is a large and stable business, and has
the capability to support their offer
the capability to support their offer
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Why did this come about?
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$ in millions
What will happen now? And when?
We will continue to be Synovis, an independent
company, until the shareholders approve the
acquisition
company, until the shareholders approve the
acquisition
We expect the shareholder vote to occur in the last
half of the calendar first quarter
half of the calendar first quarter
We will come to work tomorrow and continue to do
our jobs as we always have and grow the
business
our jobs as we always have and grow the
business
If the shareholders vote in favor and the usual
requirements for the acquisition are complete,
the integration process will begin
requirements for the acquisition are complete,
the integration process will begin
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What does this mean for you?
Between now and the closing date, which is expected by
the end of March, it will be business as usual
the end of March, it will be business as usual
As an integration plan is developed, people from Synovis
will be included in the planning process
will be included in the planning process
The goal will be to bring the best processes, practices,
and people from both groups together to provide the
best products and patient services to the markets we
serve
and people from both groups together to provide the
best products and patient services to the markets we
serve
During this planning process the people from Baxter and
Synovis will provide updates, 1-on-1 meetings and e-
mails to keep you informed of progress appropriately
Synovis will provide updates, 1-on-1 meetings and e-
mails to keep you informed of progress appropriately
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Additional Information and Where to Find It
In connection with the proposed acquisition and required shareholder approval, Synovis will file
with the SEC a proxy statement. The proxy statement will be mailed to the shareholders of Synovis.
Synovis’s shareholders are urged to read the proxy statement and other relevant materials when
they become available because they will contain important information about the acquisition and
Synovis. Investors and security holders may obtain free copies of these documents (when they are
available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of the documents filed with the SEC
by Synovis by going to Synovis’s Investor Information page on its corporate website at
www.synovislife.com.
Synovis and its officers and directors may be deemed to be participants in the solicitation of
proxies from Synovis’s shareholders with respect to the acquisition. Information about Synovis’s
executive officers and directors and their ownership of Synovis stock is set forth in the proxy
statement for the Synovis 2011 Annual Meeting of Shareholders, which was filed with the SEC on
January 18, 2011. Investors and security holders may obtain more detailed information regarding
the direct and indirect interests of Synovis and its executive officers and directors in the acquisition
by reading the preliminary and definitive proxy statements regarding the merger, which will be
filed with the SEC.
with the SEC a proxy statement. The proxy statement will be mailed to the shareholders of Synovis.
Synovis’s shareholders are urged to read the proxy statement and other relevant materials when
they become available because they will contain important information about the acquisition and
Synovis. Investors and security holders may obtain free copies of these documents (when they are
available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of the documents filed with the SEC
by Synovis by going to Synovis’s Investor Information page on its corporate website at
www.synovislife.com.
Synovis and its officers and directors may be deemed to be participants in the solicitation of
proxies from Synovis’s shareholders with respect to the acquisition. Information about Synovis’s
executive officers and directors and their ownership of Synovis stock is set forth in the proxy
statement for the Synovis 2011 Annual Meeting of Shareholders, which was filed with the SEC on
January 18, 2011. Investors and security holders may obtain more detailed information regarding
the direct and indirect interests of Synovis and its executive officers and directors in the acquisition
by reading the preliminary and definitive proxy statements regarding the merger, which will be
filed with the SEC.
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