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                                                                          99.1

                                   [LETTERHEAD]

[September 30, 1996]                   DRAFT TO BE CIRCULATED FOR COMMENTS
                                       SOLELY AS TO FORM

Board of Directors
Baxter International Inc.
One Baxter Parkway
Deerfield, Illinois  60015

Ladies and Gentlemen:

You have asked us to advise you with respect to the fairness to the
stockholders of Baxter International Inc. ("Baxter"), from a financial point of
view, of the distribution (the "Distribution") to the stockholders of Baxter of
all of the outstanding common shares of Allegiance Corporation, currently a
wholly owned subsidiary of Baxter ("Allegiance"). The term "New Baxter" shall
be deemed to refer to Baxter as constituted immediately following the
Distribution.

In arriving at our opinion, we have reviewed certain publicly available
business and financial information relating to Baxter, New Baxter and
Allegiance which we believe is relevant to our review.  We have also reviewed a
draft of the information statement dated [September ___, 1996], which you have
informed us is substantially the form in which it will be sent to Baxter
stockholders in connection with the Distribution (the "Information Statement")
as well as certain other information provided to us prior to the date hereof by
Baxter and Allegiance, including financial forecasts, and have met with Baxter
and Allegiance management to discuss the business and prospects of Baxter, New
Baxter and Allegiance.

We have also considered certain financial and stock market data of Baxter and
certain financial data of New Baxter and Allegiance and we have compared that
data with similar data for other publicly held companies in businesses similar
to those of Baxter, New Baxter and Allegiance and have considered the financial
terms of certain other transactions similar to the Distribution which have
recently been effected. We also considered prevailing market conditions and
such other information, financial studies, analyses and investigations and
financial, economic and market criteria which we deemed relevant.

In connection with our review, we have not assumed any responsibility for
independent verification of any of the foregoing information (including the
information contained in the Information Statement) and have relied on its
being complete and accurate in all material respects.  We assume no
responsibility for and express no view as to such financial forecasts or the
assumptions on which they are based.  With respect to the financial forecasts
referred to above, the management of Baxter and Allegiance have advised us that
such financial forecasts have been reasonably prepared on bases reflecting the
best currently available estimates and judgments of management as to the future
financial performance of New Baxter and Allegiance, and we have relied upon
such advice. We have also assumed, with your consent, that (i) no income, gain
or loss will be recognized by Baxter or its affiliates, New Baxter or
Allegiance for U.S. federal or state income tax purposes as a result of the
Distribution or any related transactions, and (ii) with the exception of the
receipt by stockholders of Baxter of (x) cash in lieu of fractional common
shares of


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Allegiance and (y) Allegiance stock distributed with respect to restricted
shares of Baxter stock held by Baxter employees, the receipt of the Allegiance
common shares will be tax-free for U.S. federal and state income tax purposes
to the stockholders of Baxter.

In addition, we have neither made an independent evaluation or appraisal of the
assets or liabilities (contingent or otherwise) of Baxter or Allegiance, nor
have we been furnished with any such appraisals.  Further, our opinion is
necessarily based on financial, economic, monetary and market conditions as
they exist and can be evaluated on the date hereof.  We are not expressing any
opinion as to what the market value of the securities of Allegiance or New
Baxter actually will be following the consummation of the Distribution.  The
combined actual market value of the New Baxter and Allegiance securities could
be higher or lower than the current market value of Baxter securities depending
upon, among other things, changes in interest rates, dividend rates, market
conditions, general economic conditions and other factors which generally
influence the price of securities.  We are acting as financial advisor to
Baxter in connection with the Distribution and will receive a fee for our
services, a portion of which is contingent upon the consummation of the
Distribution.  CS First Boston and its affiliates have acted, and may in the
future act, as an underwriter for, and have participated as members of
underwriting syndicates with respect to, offerings of Baxter securities, and CS
First Boston has effected transactions for Baxter and performed financial
advisory services in connection with certain acquisitions and dispositions by
Baxter.  CS First Boston has received fees from Baxter in the past for these
services.  CS First Boston may in the future serve as an underwriter of
Allegiance securities.

In the ordinary course of their business, CS First Boston and its affiliates
may actively trade the debt and equity securities of Baxter for their own
account and for the accounts of customers and, accordingly, may at any time
hold a long or short position in such securities.

It is understood that this letter is for the information of the Board of
Directors of Baxter only, in connection with its consideration of the
Distribution, and neither this letter nor CS First Boston's advice is to be
quoted or referred to, in whole or in part, in any registration statement,
prospectus, or proxy statement, or in any other written document used in
connection with the offering or sale of securities, nor shall this letter or CS
First Boston's advice be used for any other purposes, without CS First Boston's
prior written consent.

Based upon and subject to the foregoing and current market conditions, it is
our opinion that as of the date hereof, the Distribution is fair to the
stockholders of Baxter from a financial point of view.

                                       Very truly yours,

                                       CS FIRST BOSTON CORPORATION

                                       By:  ______________________________
                                            Richard H. Bott
                                            Managing Director
