DEERFIELD, Ill.–(BUSINESS WIRE)–Baxter International Inc. (NYSE:BAX) (“Baxter” or the “Company”) today announced that it has increased the maximum purchase price for its $1.45 billion aggregate principal amount outstanding of 1.915% Senior Unsecured Notes due 2027 (the “2027 Notes”) that it can repurchase under its previously announced cash tender offer for the 2027 Notes (the “2027 Notes Tender Offer”) from $300 million to $600 million, on the terms and subject to the conditions set forth in the related Offer to Purchase dated Nov. 19, 2025 (the “Offer to Purchase”). The terms of the previously announced cash tender offer by Baxter for its 2.600% Senior Unsecured Notes due 2026 (the “2026 Notes Tender Offer” and, together with the 2027 Notes Tender Offer, the “Tender Offers”) remain unchanged.
The complete terms and conditions of the Tender Offers are set forth in the Offer to Purchase, including the applicable portion of the Financing Condition, as modified by this press release.
Citigroup Global Markets Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC are the dealer managers for the Tender Offers. Investors with questions regarding the Tender Offers may contact Citigroup Global Markets Inc. at (800) 558-3745 (toll-free), BofA Securities at [email protected] or by calling toll-free at (888) 292-0070 or collect at (980) 387-3907 or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3554 (collect). D.F. King & Co., Inc. is the tender and information agent for the Tender Offers and can be contacted at (866) 227-7300 (toll-free) or (646) 852-9043 (collect).
This press release shall not constitute an offer to purchase or a solicitation of an offer to purchase the 2027 Notes. The Tender Offers are being made solely pursuant to the Offer to Purchase, as modified by this press release. In addition, this press release shall not constitute an offer to sell, or a solicitation of an offer to buy any security, and shall not constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.
About Baxter
At Baxter, we are everywhere healthcare happens – and everywhere it is going, with essential solutions in the hospital, physician’s office and other sites of care. For nearly a century, our customers have counted on us as a vital and trusted partner. And every day, millions of patients and healthcare providers rely on our unmatched portfolio of connected solutions, medical devices, and advanced injectable technologies. Approximately 38,000 Baxter team members live our enduring Mission: to Save and Sustain Lives. Together, we are redefining how care is delivered to make a greater impact today, tomorrow, and beyond.
Forward-Looking Statements
This release includes forward-looking statements. These forward-looking statements are based on assumptions about many important factors, including the following, which could cause actual results to differ materially from those in the forward-looking statements: risks and uncertainties related to the completion of the Tender Offers on the anticipated terms or at all, applicable market conditions, the satisfaction of customary closing conditions related to Tender Offers (including the Financing Condition), the Company’s ability to achieve the intended benefits of its recent strategic actions, including the sale of the Kidney Care business, business strategy and development activities (including the acquisition Hill-Rom Holdings, Inc. and completion of related integration activities) and cost saving initiatives, or of future long-term financial improvement goals; the impact of global economic conditions (including, among other things, changes in tariffs, taxation, trade policies and treaties, sanctions, embargos, export control restrictions, the potential for a recession, supply chain disruptions, inflation levels and interest rates, financial market volatility, banking crises, the war in Ukraine, the conflict in the Middle East and other geopolitical events, and the potential for escalation of these and other conflicts, the related economic sanctions being imposed globally in response to the conflicts and potential trade wars, global public health crises, pandemics and epidemics, or the anticipation of any of the foregoing, on the Company’s operations and on the Company’s employees, customers, suppliers, and foreign governments in countries in which the Company operates and the Company’s ability to identify actions to mitigate the impact of those conditions (or to realize the anticipated benefits of any such mitigating actions); demand and market acceptance risks for, and competitive pressures (including pricing) related to, new and existing products and services (including customer response to recent Novum IQ Large Volume Pump (Novum LVP) field actions and the related voluntary ship and installation hold, which may include additional returns or exchanges), challenges and reputational risks associated with converting customers to new or alternative products and challenges with accurately predicting changing customer preferences and future expenditures and inventory levels (including with respect to the impact of the Novum LVP ship and installation hold and what the Company believes to be continuing fluid conservation practices) and with being able to monetize new and existing products and services, the impact of those products and services on quality and patient safety concerns, and the need for ongoing training and support for the Company’s products and services; product development risks, including satisfactory clinical performance and obtaining and maintaining required regulatory approvals (including as a result of evolving regulatory requirements or the withdrawal or resubmission of any pending applications), the ability to manufacture at appropriate scale, and the general unpredictability associated with the product development cycle (which may result in monetary penalties owed to the Company’s suppliers in the event the Company does not place orders at levels contemplated in its contractual arrangements); future actions of, or failures to act or delays in acting by the U.S. Food and Drug Administration, the European Medicines Agency, or any other regulatory body or government authority (including the U.S. Securities and Exchange Commission, Department of Justice, Health Canada or the Attorney General of any state), or any product quality or patient safety issues (including those related to the Company’s infusion pump category) that could delay, limit or suspend product development, manufacturing, or sale or otherwise lead to product recalls (either voluntary or required by governmental authorities), adverse regulatory site inspection reports, voluntary or official action indicated classifications, labeling changes, launch delays, warning letters, import bans, refusal of a government to grant or the government withdrawal of approvals, clearances, licenses or other marketing authorizations, denial of import certifications, sanctions, seizures, injunctions (including to halt manufacture or distribution), monetary sanctions, criminal or civil liabilities or litigation; the continuity, availability, and pricing of acceptable raw materials and component parts, the Company’s ability to pass some or all of any increased costs to its customers through price increases or otherwise, and the related continuity of the Company’s manufacturing, sterilization, supply and distribution and those of the Company’s suppliers; failure to accurately forecast or achieve the Company’s short- and long-term financial performance and goals, market and category growth rates, growth rates for the Company’s segments, customer demand and related impacts on the Company’s liquidity (including with respect to increased inventory levels); the Company’s ability to execute on its capital allocation plans, including the Company’s debt repayment plans, the timing and amount of any dividends, share repurchases and divestiture proceeds; future downgrades to the Company’s credit ratings or ratings outlooks, or withdrawals by rating agencies from rating the Company and its indebtedness, and the related impact on the Company’s funding costs and liquidity; the Company’s ability to finance and develop new products or services, or enhancements thereto, on commercially acceptable terms or at all; actions by tax authorities in connection with ongoing tax audits (including with respect to transfer pricing matters and the potential issuance of one or more Notice of Proposed Adjustments), the outcome of pending or future litigation (including as a result of customer or supplier disputes) and the sufficiency of any related reserves; fluctuations in foreign exchange and interest rates; the impact of any accounting estimates and assumptions, including with respect to goodwill, intangible assets, or other long-lived asset impairments on the Company’s operating results; failures with respect to the Company’s quality, compliance or ethics programs; our ability to attract, develop, retain and engage key employees, including as a result of recent organizational or other corporate changes and strategic initiatives and those that may be made in the future, and the occurrence of labor disruptions resulting from labor disagreements under bargaining agreements or national trade union agreements, disputes with works councils or otherwise); inability to create additional production capacity in a timely manner or the occurrence of other manufacturing, sterilization, or supply difficulties, including as a result of natural disaster or severe weather event (such as Hurricane Helene), war, terrorism, global public health crises and epidemics/pandemics, regulatory actions, or otherwise; future actions of third parties, including third-party payors and the Company’s customers and distributors (including group purchasing organizations and integrated delivery networks); breaches and breakdowns affecting the Company’s information technology systems or protected information, including by cyber-attack, data leakage, unauthorized access or theft, or failures of or vulnerabilities in the Company’s information technology systems or products; the Company’s ability to effectively develop, integrate or deploy artificial intelligence, machine learning and other emerging technologies into the Company’s products, services and operations in a manner that is compliant with existing and emerging regulations and consistent with evolving customer preferences; the impact of physical effects of climate change, severe storms (including Hurricane Helene) and storm-related events; changes to legislation and regulation and other governmental pressures in the United States and globally, including the cost of compliance and potential penalties for purported noncompliance thereof, including new or amended laws, rules and regulations as well as the impact of healthcare reform and its implementation, suspension, repeal, replacement, amendment, modification and other similar actions undertaken by the United States or foreign governments, including with respect to pricing, reimbursement, taxation (including taxation of income, whether with respect to current or future tax reform) and rebate policies; the Company’s ability to meet evolving and varied corporate responsibility expectations of the Company’s stakeholders, including compliance with emerging and potentially contradictory global sustainability regulations; the ability to protect or enforce the Company’s patents or other proprietary rights (including trademarks, copyrights, trade secrets, and know-how) or where the patents of third parties prevent or restrict the Company’s manufacture, sale, or use of affected products or technology; and other factors discussed in Baxter’s most recent filings on Form 10-K and Form 10-Q and other SEC filings, all of which are available on Baxter’s website. Baxter does not undertake to update its forward-looking statements unless otherwise required by the federal securities laws.
Baxter and Novum IQ are trademarks of Baxter International Inc.
Contacts
Media Contact
Stacey Eisen, (224) 948-5353
[email protected]
Investor Contact
Kevin Moran, (224) 948-3085
[email protected]
