Grifols S.A., a foreign private issuer and Spain-based company engaged in the healthcare sector, will issue cash and newly-created, non-voting (Class B) ordinary shares in connection with the proposed merger of a wholly-owned subsidiary with Talecris Biotherapeutics Holdings Corp. Grifols registered a proposed maximum of $444.59 million of the Cl. B shares on the Form F-4 filed on August 10 (SEC file no. 333-168701).
It is a condition of the merger agreement that the non-voting shares are admitted to listing on the Spanish Stock Exchanges and are approved for listing on the NASDAQ Stock Market in the form of new American Depositary Shares (ADSs), evidenced by American Depositary Receipts. Section 8.05 of the merger agreement authorizes the parties to waive compliance with any of the conditions contained therein.
The joint proxy statement/prospectus warns there is no assurance that a market for the Cl. B shares or for the new ADSs will develop, nor that the trading value or liquidity of those securities will be equivalent or similar to the trading value or liquidity of existing (Class A) ordinary shares or the existing ADSs of Grifols.
Private equity firms Cerberus Capital Management and Ampersand Ventures formed Talecris in 2005 upon the acquisition of the Bayer Plasma Products Business Group, an indirect subsidiary of Bayer AG. The firms, which took Talecris public in an October 2009 IPO (file no. 333-144941), own 49.7% of the merger target.
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