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BAXTER RECEIVES TAX RULING ON PROPOSED SPIN-OFF; SHAREHOLDERS TO RECEIVE CAREMARK DIVIDEND

 DEERFIELD, Ill., Nov. 25 ~PRNewswire~ -- Baxter International (NYSE: BAX) announced today that it has received a ruling from the Internal Revenue Service that the spin-off of its "alternate-site" health-care businesses will be generally tax-free to the company and its shareholders.
 The spin-off of Caremark International Inc., a new company made up of Baxter's home-health-care, physical-therapy and prescription-service businesses, will occur after the stock markets close on Nov. 30, 1992. When the transaction is completed, Caremark International will operate as a completely separate, free-standing company with publicly traded stock (NYSE: CK).
 The spin-off will be accomplished by a 100 percent dividend distribution of one share of common stock of Caremark International for each four shares held of Baxter International common stock. The dividend will be distributed after the stock markets close on Nov. 30 1992, to Baxter shareholders of record on that date. Baxter shareholders who would be entitled to fractional shares of Caremark International will receive a cash equivalent in lieu of such fractional shares. The company expects that the related registration statement will be declared effective by the Securities and Exchange Commission on Nov. 27, 1992, and that when-issued trading of Caremark International common stock will begin on November 27, 1992, and continue on Nov. 30, 1992.
 Baxter announced in June that its board of directors had approved in principle the spin-off of the company's alternate-site businesses as a way to resolve increasing conflicts between these businesses and Baxter's core hospital customers. "The Caremark spin-off re-emphasizes our commitment to serving the needs of hospitals," said Vernon R. Loucks Jr., Baxter's chairman and chief executive officer. "This transaction gives us added focus on our goal of providing hospitals the undisputed best customer service in health care."
 Baxter is the leading manufacturer and marketer of health-care products, systems and services worldwide. The company offers more than 120,000 products to health-care providers in 100 countries, and has research and development programs in biotechnology,diagnostics, cardiovascular medicine, renal therapy and other medical fields. Baxter had 1991 revenues from continuing operations of $7.8 billion.
 -0- 11~25~92
 ~CONTACT: Geoffrey D. Fenton, 708-948-3436 or Jill Carter, 708- 948-4555, both of Baxter, or Les Jacobson, 708-559-4695 or Steve Mazur, 708-559-4696, both of Caremark~
 (BAX CK)


CO: Baxter International; Caremark International ST: Illinois IN: HEA SU:

TM -- NY065 -- 1675 11~25~92 17:16 EST
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Publication:PR Newswire
Date:Nov 25, 1992
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