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                                                                          99.3

                               [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, from a financial point of view, with respect to
the financial viability of Allegiance Corporation ("Allegiance"), currently a
wholly owned subsidiary of Baxter International Inc. ("Baxter"), which,
following the distribution (the "Distribution") to the stockholders of Baxter of
all of the outstanding common shares of Allegiance, will become a separate
public company.  For all purposes of our advice, we are using the term
"financial viability" to mean and refer exclusively to the ability of Allegiance
to finance its currently anticipated operating and capital requirements (as
projected in the financial forecasts prepared by the management of Baxter and
Allegiance) during the period immediately following the Distribution through the
end of fiscal year 1998 (the period for which we have been provided forecasts).
Baxter after the Distribution is hereinafter referred to as "New Baxter."

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 in the form of 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 the Information Statement, 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 we 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

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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 Baxter stockholders of (x) cash in
lieu of fractional common shares of 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 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 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 received 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 securities 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.

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.

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Based upon and subject to the foregoing, and assuming that current financial,
economic and market conditions continue to prevail, it is our opinion, as of the
date hereof, that the Distribution would not have a material adverse effect on
the financial viability of Allegiance during the period immediately following
the Distribution through the end of fiscal year 1998.

                                                 Very truly yours,

                                                 CS FIRST BOSTON CORPORATION

                                                 By:
                                                     ------------------------
                                                     Richard H. Bott
                                                     Managing Director

