Baxter International Inc. and Carlyle have entered into a definitive agreement for Carlyle to acquire Baxter's Kidney Care segment, to be named Vantive, for $3.8 billion. The transaction is expected to close in late 2024 or early 2025, subject to regulatory approvals and other conditions.
Under the terms of the agreement, Baxter will receive approximately $3.5 billion in cash, with net after-tax proceeds estimated at around $3 billion. This move is part of Baxter’s broader strategic realignment aimed at enhancing future performance and creating value for stakeholders.
"Today’s announcement represents another critical step forward in the strategic transformation process we announced in early 2023," said José (Joe) E. Almeida, chair, president, and CEO at Baxter. "I am confident that under Carlyle’s stewardship and Chris Toth’s leadership, the Vantive team will continue to build on the business’s 70-year legacy."
Carlyle's investment in Vantive is made in partnership with Atmas Health, founded by Kieran Gallahue, Jim Hinrichs, and Jim Prutow. Gallahue will serve as Chairman of Vantive alongside CEO Chris Toth.
"Today’s announcement signals a new chapter in innovation on behalf of the patients and care teams around the world who rely on our solutions," said Chris Toth.
"The Atmas team is excited to support the growth of the Vantive business under the leadership of Chris Toth," commented Kieran Gallahue.
Robert Schmidt from Carlyle added, "We are delighted to partner with the Vantive team to pursue their strategic vision through the separation from Baxter."
Following this divestiture, Baxter targets operational sales growth of 4% to 5% annually and an adjusted operating margin of approximately 16.5% for 2025.
Financial advisors for Baxter include Perella Weinberg Partners LP and J.P. Morgan Securities LLC; legal advisors are Sullivan & Cromwell LLP and Baker McKenzie. Barclays and Goldman Sachs & Co. LLC are serving as financial advisors for Carlyle; Kirkland & Ellis LLP serves as legal counsel.
Additional details about Baxter's longer-term outlook will be provided at an investor conference in 2025.
