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Guidant Lawsuit Resolution Monitoring

    National News

  1. Boston Scientific to Pay J&J $600 Million to Settle Guidant Suit

    Feb 17, 2015 | Wall Street Journal

    By George Stahl

    Boston Scientific Corp. agreed to pay Johnson & Johnson $600 million to settle a long-running lawsuit related to the 2006 acquisition of heart-device maker Guidant Corp. for $27 billion.
  2. Boston Scientific and J&J Settle Suit Over Guidant Deal

    Feb 17, 2015 | New York Times Dealbook

    By David Gelles

    One of the longest running lawsuits related to a merger was settled on Tuesday, as Boston Scientific Corporation agreed to pay Johnson & Johnson $600 million in connection with an 11-year-old deal gone awry.
  3. Wires

  4. Boston Scientific to pay J&J $600 mln to settle Guidant suit

    Feb 17, 2015 | Reuters

    By Bill Berkrot

    Medical device maker Boston Scientific Corp on Tuesday said it has agreed to pay $600 million to Johnson & Johnson to settle a long-running lawsuit over Boston Scientific's 2005 acquisition of rival Guidant.
  5. Boston Scientific to Pay $600 Million to Resolve J&J Lawsuit

    Feb 17, 2015 | Bloomberg

    By Chris Dolmetsch

    Boston Scientific said it will pay $600 million to Johnson & Johnson to settle a lawsuit over its $27.5 billion acquisition of Guidant Corp. almost a decade ago.
  6. Boston Scientific Will Pay Johnson & Johnson $600M

    Feb 17, 2015 | Associated Press

    Boston Scientific will pay $600 million to settle with drugmaker Johnson & Johnson over the medical device maker's $27 billion acquisition of Guidant Corp. in 2006.
  7. Regional Outlets

  8. Boston Scientific will pay Johnson & Johnson $600 million to settle suit

    Feb 17, 2015 | Boston Globe

    By Jack Newsham

    Boston Scientific Corp. said it would pay $600 million to settle a long-simmering lawsuit with drugmaker Johnson & Johnson over a disputed acquisition.
  9. Boston Scientific settles $7.2B lawsuit by Johnson & Johnson for $600M

    Feb 17, 2015 | Boston Business Journal

    By Don Seiffert

    Boston Scientific Corp. has settled a lawsuit in which competitor Johnson & Johnson sought $7.2 billion in damages for $600 million.
  10. Boston Scientific settles suit with Johnson & Johnson

    Feb 17, 2015 | Worcester Business Journal

    Boston Scientific has agreed to pay rival Johnson & Johnson $600 million as part of a settlement of a lawsuit stemming from Boston Scientific's acquisition of Guidant Corp. nine years ago, the Marlborough life sciences company announced Tuesday.
  11. Boston Scientific to pay $600M to settle suit over Guidant deal

    Feb 17, 2015 | Minnesota Public Radio

    By Martin Moylan

    Boston Scientific will pay $600 million to settle a fight over its 2006 purchase of Twin Cities-based Guidant Corp.
  12. Pharmaceutical Trades

  13. Boston Sci, J&J Bury The Hatchet In Guidant Acquisition Dispute

    Feb 17, 2015 | Gray Sheet

    By David Filmore

    The dispute between Boston Scientific Corp. and Johnson & Johnson that started with an intense bidding war in late 2005 has now finally been settled.
  14. Analyst Reports

  15. Deutsche Bank : JNJ v GDT (BSX) Court Update : It's Over! BSX Settles for $600M Payment; Likely Viewed Positively: It's Over!

    Feb 17, 2015 | Bloomberg Terminal

    BSX settles with J&J likely viewed as a positive; stock likely to trade higher; though we maintain our Hold at this time

    National News

  1. Boston Scientific to Pay J&J $600 Million to Settle Guidant Suit

    Feb 17, 2015 | Wall Street Journal

    By George Stahl

    Boston Scientific Corp. agreed to pay Johnson & Johnson $600 million to settle a long-running lawsuit related to the 2006 acquisition of heart-device maker Guidant Corp. for $27 billion.

     

    J&J had sought more than $7 billion in damages after accusing Guidant of breaching their merger agreement by going with the higher offer from Boston Scientific.

     

    As a result of the settlement announced Tuesday, J&J has agreed to dismiss its lawsuit without acknowledgment of liability by Guidant. Boston Scientific also agreed not to bring patent infringement or other claims related to certain J&J stent products.

     

    Boston Scientific said it would include a charge of $600 million with its fourth-quarter results. On Feb. 4, Boston Scientific reported fourth-quarter earnings of $87 million, or six cents a share, on revenue of $1.89 billion.

     

    In 2006, Boston Scientific made a last-minute bid that snatched away Guidant from J&J.

     

    J&J had worked 18 months to land Guidant, seeking an entree into the big market for devices that regulate errant heart rhythms. J&J had provided an opening for Boston Scientific when it lowered its original offer after Guidant ran into product-quality problems. But when its bid reached $24 billion, few expected upstart Boston Scientific to swoop in with a takeout offer.

     

    While Boston Scientific may have outmaneuvered J&J in the takeover battle, it has struggled since amid a heavy debt load caused by the deal, increased competition in the heart market and the economic downturn last decade.

     

    The company’s stock, which was in the mid-$20s in the months leading up to the Guidant deal, has only recently reached $15 after trading several years below it. Shares, though, surged Tuesday following news of the settlement, rising nearly 12% to $16.59 in after-hours trading.

     

    “We view this resolution as a significant positive for [Boston Scientific], lifting what has been a major overhang over the past few months,” J.P. Morgan analyst Michael Weinstein said in a note Tuesday.

     

    J&J, meanwhile, trades above $100 after being around $60 in early 2006. Shares of J&J added 11 cents to $100.55 following the news.

     

    In an emailed statement, J&J noted that the agreement was reached after evidence related to the Guidant lawsuit was presented at a trial and before the court rendered its decision. J&J added that, including the breakup fee, it has received a total of $1.305 billion related to the Guidant deal.

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  2. Boston Scientific and J&J Settle Suit Over Guidant Deal

    Feb 17, 2015 | New York Times Dealbook

    By David Gelles

    One of the longest-running lawsuits related to a merger was settled on Tuesday  when Boston Scientific agreed to pay Johnson & Johnson $600 million in connection with an 11-year-old deal gone awry.

     

    While that is a substantial payment, it is far less than the more than $7 billion in damages that Johnson & Johnson sought in relation to its botched acquisition of Guidant, a medical device company, in 2004.

     

    After nearly a decade of inaction on the issue, the case resurfaced last year, with Johnson & Johnson suing the smaller Boston Scientific, seeking damages that would have equaled nearly half of Boston’s Scientific’s market value.

     

    The legal wrangling dates back to 2004, when Johnson & Johnson agreed to acquire Guidant for $25.4 billion.

     

    Before the deal was completed, Guidant recalled products, leading Johnson & Johnson to renegotiate the deal. The new price was $21.5 billion, and the merger agreement contained a clause that prohibited Guidant from seeking a higher offer, although it could entertain an unsolicited one.

     

    Months later, before Johnson & Johnson closed the deal, Boston Scientific made a public offer of $25 billion for Guidant. To appease antitrust regulators, Boston Scientific said it would divest itself of Guidant’s vascular business. Searching for a buyer for the vascular business, Boston Scientific found a willing suitor in Abbott Laboratories.

     

    Johnson & Johnson, however, was still interested in Guidant and raised its offer twice. Boston Scientific won with a bid of $27 billion, and Johnson & Johnson walked away.

     

    But by allowing Abbott to conduct some financial research on the vascular business, Johnson & Johnson claimed, Guidant violated its merger agreement. Johnson & Johnson contended that without being able to examine Guidant’s books, Abbott would not have agreed to buy the vascular business. And sharing that information, the argument went, constituted seeking a higher offer.

     

    Boston Scientific contended that Abbott was actually a joint bidder, so it should have had access to some shared information. But in an opinion last year that paved the way for the settlement on Tuesday, a federal judge sided with Johnson & Johnson.

     

    “We feel this settlement is in the best interests of the company and its shareholders,” Tim Pratt, Boston Scientific’s general counsel, said in a statement. “We are pleased to end this longstanding litigation between Guidant and Johnson & Johnson and to continue focusing on delivering innovative products and solutions to physicians and patients.”

     

    Ernie Knewitz, a spokesman for Johnson & Johnson, said: “This case was about playing by the rules, and today’s $600 million settlement, which was reached after all of the evidence was presented at trial and before the court rendered its decision, reflects how important it is for parties involved in merger agreements to fully live up to their obligations.” Including a $705 million breakup fee that Guidant previously paid, he said, “Johnson & Johnson has now received total payments of $1.305 billion in regard to this matter.”

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  3. Wires

  4. Boston Scientific to pay J&J $600 mln to settle Guidant suit

    Feb 17, 2015 | Reuters

    By Bill Berkrot

    Medical device maker Boston Scientific Corp on Tuesday said it has agreed to pay $600 million to Johnson & Johnson to settle a long-running lawsuit over Boston Scientific's 2005 acquisition of rival Guidant.

     

    J&J had sought more than $7 billion in damages after it lost a bidding war to Boston Scientific following an initial deal to buy Guidant for $21.5 billion in 2005. J&J accused Guidant of breaking that deal.

     

    Boston Scientific, which admitted no liability by Guidant under the settlement, said it expects to record a pre-tax litigation-related charge of about $600 million in its fourth quarter 2014 results. J&J will permanently drop its lawsuit.

     

    J&J spokesman Ernie Knewitz said in a statement that the settlement "reflects how important it is for parties involved in merger agreements to fully live up to their obligations."

     

    Boston Scientific general counsel Tim Pratt said in a statement that the settlement was in the best interest of the company and its shareholders.

     

    The settlement came just a month after attorneys for the two companies wrapped up a non-jury trial in Manhattan federal court. U.S. District Judge Richard Sullivan, who oversaw the trial, did not rule.

     

    Under the 2005 merger deal at the heart of the dispute, Guidant was allowed to consider competing bids alongside J&J's, but not solicit them.

     

    In late 2005, Boston Scientific announced that it planned to make an offer, which was contingent on selling some of Guidant's assets to Abbott Laboratories to deal with antitrust concerns. J&J claimed in its lawsuit that Guidant violated the merger agreement by providing due diligence directly to Abbott, making Boston Scientific's offer possible.

     

    Boston Scientific eventually acquired Guidant for $27 billion and paid J&J a $705 million termination fee.

     

    The deal, which left Boston Scientific laden with debt and dealing with a host of Guidant product recalls, was widely considered to be a disaster for Boston Scientific. At trial, Boston Scientific argued that J&J should not get any damages because it was better off for losing the bidding war.

     

    The case is Johnson & Johnson v. Guidant Corporation, U.S. District Court for the Southern District of New York, No. 06-7685. 

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  5. Boston Scientific to Pay $600 Million to Resolve J&J Lawsuit

    Feb 17, 2015 | Bloomberg

    By Chris Dolmetsch

    Boston Scientific said it will pay $600 million to Johnson & Johnson to settle a lawsuit over its $27.5 billion acquisition of Guidant Corp. almost a decade ago.


    Boston Scientific won the bidding war for Guidant, which paid J&J a $705 million termination fee. Boston Scientific sold Guidant’s heart stent business to Abbott Laboratories to avoid antitrust issues the merger would otherwise have caused.


    Johnson & Johnson based in New Brunswick, New Jersey, sued in September 2006, claiming Guidant, based in Marlborough, Massachusetts, violated their merger agreement to pursue Boston Scientific’s more lucrative offer. J&J has agreed to dismiss its suit without any acknowledgment of liability by Guidant, Boston Scientific said Tuesday in a statement.


    “We feel this settlement is in the best interests of the company and its shareholders,” Tim Pratt, Boston Scientific’s chief administrative officer and general counsel, said in the statement.


    Abbott and Boston Scientific were also accused by J&J of improperly interfering with its deal with Guidant. A federal judge in Manhattan dismissed Abbott from the case in 2007 and narrowed J&J’s claims to a breach-of-contract dispute.


    A trial before U.S. District Judge Richard Sullivan, who heard the case without a jury, ended last month and the two sides were waiting for his ruling.


    J&J’s Risk


    Of the two companies, Boston Scientific, with a market value of about $20 billion, had more at risk in the case. It generated $7.4 billion in revenue in 2014. Johnson & Johnson, with a market capitalization of $281 billion, has 10 times Boston Scientific’s annual sales.


    Boston Scientific rose 12 percent to $16.60 in trading after the market closed in New York Tuesday. J&J rose less than 1 percent to $100.45.


    The Guidant acquisition, completed in April 2006, has been called one of the worst in history. Boston Scientific, which took on $10 billion in debt to buy Guidant, wrote down $2.7 billion tied to the deal in 2008. J&J had been seeking damages from the failed transaction of $4.35 billion plus interest, for a total of $7.2 billion.


    “Although we did not expect J&J to be awarded the full $7 billion, today’s news removes a major overhang on Boston Scientific’s shares in our view,” Larry Biegelsen, an analyst at Wells Fargo in New York, said Tuesday in a note to clients.


    “Boston Scientific generates over $1.2 billion in free cash flow per year, therefore, we view the amount of the settlement as quite manageable and favorable for Boston Scientific,” Biegelsen said.


    The case is Johnson & Johnson v. Guidant Corp., 06- cv-07685, U.S. District Court, Southern District of New York (Manhattan).

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  6. Boston Scientific Will Pay Johnson & Johnson $600M

    Feb 17, 2015 | Associated Press

    Boston Scientific will pay $600 million to settle with drugmaker Johnson & Johnson over the medical device maker's $27 billion acquisition of Guidant Corp. in 2006.

     

    Boston Scientific said Tuesday that Johnson & Johnson had wanted $7 billion in damages but will dismiss its lawsuit. Under the settlement, Boston Scientific also won't sue Johnson & Johnson over several stent products. Johnson & Johnson confirmed the terms of the settlement.

     

    Boston Scientific Corp. shares rose $1.65, or 11 percent, to $16.49 in aftermarket trading. Johnson & Johnson shares were unchanged at $100.44.

     

    After Johnson & Johnson lost a bidding war for Guidant, it sued Boston Scientific and Abbott Laboratories, accusing them of interfering with its Guidant deal. New Brunswick, New Jersey-based Johnson & Johnson said Boston Scientific and Abbott induced Guidant to breach its deal agreement with the drugmaker.

     

    To avoid antitrust problems, Boston Scientific had sold Guidant's stent and vascular unit to Abbott for $4.1 billion plus a $900 million loan. Guidant paid Johnson & Johnson $705 million in return for backing out of the deal.

     

    The companies made their final arguments at a trial last month, but the court had not returned a verdict.

     

    Guidant made stents, defibrillators, pacemakers and other medical devices. The deal hurt Boston Scientific's balance sheet for years, as demand for heart-zapping implants fell after the sale was completed and Boston Scientific spent years dealing with lawsuits related to Guidant's business. After the sale closed, the Natick, Massachusetts-based company posted losses every year until 2011. In 2013 Boston Scientific agreed to pay the government $30 million to settle allegations that Guidant knowingly sold defective heart devices that were implanted in Medicare patients between 2002 and 2005.

     

    Abbott Laboratories Inc. did not immediately respond to messages.

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  7. Regional Outlets

  8. Boston Scientific will pay Johnson & Johnson $600 million to settle suit

    Feb 17, 2015 | Boston Globe

    By Jack Newsham

    Boston Scientific Corp. said it would pay $600 million to settle a long-simmering lawsuit with drugmaker Johnson & Johnson over a disputed acquisition.

     

    Johnson & Johnson sought more than $7 billion from Boston Scientific for damaging its business after Boston Scientific sparked a bidding war for cardiac device maker Guidant Corp. in 2006. The companies had gone to trial and delivered their closing arguments, but a judgement had not yet been issued.

     

    New Jersey-based Johnson & Johnson had initially struck a deal with Guidant in 2004, but after signs of regulatory trouble, Boston Scientific stepped in and paid $27 billion for Guidant. Since then, it has paid millions of dollars in settlements and court judgements over Guidant products.

     

    “We feel this settlement is in the best interests of the company and its shareholders,” said Tim Pratt, executive vice president of Boston Scientific, in a statement. “We are pleased to end this longstanding litigation between Guidant and Johnson & Johnson, and to continue focusing on delivering innovative products and solutions to physicians and patients.”

     

    Boston Scientific, with a market value of $19.7 billion, is the state’s 10th largest public company. It has about 23,000 employees worldwide.

     

    The company’s shares rose 10.1 percent in after-market trading, to $16.35, after the settlement was was announced late Tuesday. Johnson & Johnson’s stock price was unchnaged, at $100.44. Two analysts said in notes to clients that the deal was positive for Boston Scientific, which had more than $900 million set aside to cover legal costs.

     

    “The best news about this is, it’s done,” said Joanne Wuensch, an analyst with BMO Capital Markets Corp. “We can get back to fundamentals.”

     

    Abbott Laboratories, a medical device company that acquired a division of Guidant in return for helping Boston Scientific acquire the company, was dismissed from the lawsuit in 2007, an Abbott spokesman said. As part of the deal, Boston Scientific also agreed not to sue Johnson & Johnson over several stent technologies.

     

    “This case was about playing by the rules, and today’s $600 million settlement, which was reached after all of the evidence was presented at trial and before the court rendered its decision, reflects how important it is for parties involved in merger agreements to fully live up to their obligations,” said Ernie Knewitz, a Johnson & Johnson spokesman, in a statement.

     

    Boston Scientific, based in Marlborough, has been on the upswing recently. Although the company still faces lawsuits, its share price has more than doubled since late 2012 and its revenue has begun to grow again. It also has acquired other device companies, and it has posted double-digit growth in international markets like Brazil and China.

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  9. Boston Scientific settles $7.2B lawsuit by Johnson & Johnson for $600M

    Feb 17, 2015 | Boston Business Journal

    By Don Seiffert

    Boston Scientific Corp. has settled a lawsuit in which competitor Johnson & Johnson sought $7.2 billion in damages for $600 million.

     

    Shares of the Marlborough-based medical device giant (NYSE: BSX) were up 8 percent in after hour trading on the news, which brings closure to litigation which has been hanging over its head since its 2006 acquisition of Guidant.

     

    J&J (NYSE: JNJ) claimed in the lawsuit that Guidant, which Boston Scientific bought for $27 billion, broke the terms of and earlier contract to be acquired by J&J by providing information to BSX. It claimed its damages from the failed merger are $4.35 billion plus interest, for a total of $7.2 billion.

     

    The merger was described by lawyers for Boston Scientific to be the "biggest M&A blunder since AOL/Time Warner," leading to years of crushing debt and declining share prices. Meanwhile Johnson & Johnson's shares have risen 85 percent since that acquisition.

     

    Closing arguments in the case were heard last month.

     

    Boston Scientific said in a statement it admits no liability in the settlement. It said it will make aggregate payments totaling $600 million to Johnson & Johnson and record the loss in its fourth quarter 2014 financial results.

     

    "We are pleased to end this longstanding litigation between Guidant and Johnson & Johnson, and to continue focusing on delivering innovative products and solutions to physicians and patients," said Tim Pratt, executive vice president, and general counsel for Boston Scientific.

     

    In a statement, Johnson & Johnson said of the settlement that it "reflects how important it is for parties involved in merger agreements to fully live up to their obligations," and said that including a $705 million breakup fee that Guidant paid, Johnson & Johnson has now received total payments of $1.3 billion.

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  10. Boston Scientific settles suit with Johnson & Johnson

    Feb 17, 2015 | Worcester Business Journal

    Boston Scientific has agreed to pay rival Johnson & Johnson $600 million as part of a settlement of a lawsuit stemming from Boston Scientific's acquisition of Guidant Corp. nine years ago, the Marlborough life sciences company announced Tuesday.

     

    In the lawsuit, Johnson & Johnson alleged that Guidant broke a deal it had with Johnson & Johnson to merge with that firm, and sought more than $7 billion in damages. Guidant disputed the allegations.

    As part of the settlement, BSX said Johnson & Johnson has agreed to dismiss its lawsuit without acknowledgment of liability by Guidant. Also, BSX has agreed not to bring patent infringement or other claims related to three of Johnson & Johnson's stent products, the BSX statement said.

     

    In 2006, BSX bought Guidant, which manufactures artificial cardiac pacemakers, implantable cardioverter-defibrillators, stents, and other cardiovascular medical products, for $27.2 billion. That came just after Guidant and Johnson & Johnson agreed to a deal. But reportedly, Guidant turned to BSX after it had presented it with a better offer.

     

    Johnson & Johnson has since been claiming billions of dollars in damages against Boston Scientific.

     

    "We feel this settlement is in the best interests of the company and its shareholders," Tim Pratt, executive vice president, chief administrative officer, general counsel and secretary for BSX said in a statement. "We are pleased to end this longstanding litigation … and to continue focusing on delivering innovative products and solutions to physicians and patients."

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  11. Boston Scientific to pay $600M to settle suit over Guidant deal

    Feb 17, 2015 | Minnesota Public Radio

    By Martin Moylan

    Boston Scientific will pay $600 million to settle a fight over its 2006 purchase of Twin Cities-based Guidant Corp.

     

    News of the settlement sent shares of Boston Scientific up nearly 12 percent in after-hours trading late Tuesday afternoon.

     

    Boston Scientific beat out rival Johnson & Johnson to take over Guidant, paying $27 billion. It turned out that Guidant brought with it a slew of legal and other problems. Even so, Johnson & Johnson sued for $7 billion, accusing Guidant of welching on a prior merger agreement with J&J.

     

    Under the settlement, Johnson & Johnson will dismiss the suit, and Boston Scientific won't accuse J&J of patent violations involving a family of products.

     

    Boston Scientific has about 5,000 Minnesota employees and says the settlement is in the best interests of the company and shareholders.

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  12. Pharmaceutical Trades

  13. Boston Sci, J&J Bury The Hatchet In Guidant Acquisition Dispute

    Feb 17, 2015 | Gray Sheet

    By David Filmore

    The dispute between Boston Scientific Corp. and Johnson & Johnson that started with an intense bidding war in late 2005 has now finally been settled.

     

    Boston Scientific said Feb. 17 that it will pay J&J $600 million to settle allegations that cardiovascular device firm Guidant Corp. breached a merger agreement with J&J in 2006 when it agreed to be acquired by Boston Sci. The amount falls far short of the $7 billion that J&J sought in its 2006-filed suit.

     

    J&J established an agreement to acquire Guidant in late 2004 for about $25 billion. But that plan started to unravel after Guidant became the focus of extensive negative publicity surrounding its missteps in correcting and effectively communicating design flaws in its cardiac rhythm management devices. (See "Postmarket Takes Spotlight: Guidant Recalls Reshuffle FDA And Device Industry Objectives For 2006" — "The Gray Sheet," Jan. 23, 2006.) J&J renegotiated for a lower price, leaving an opening for Boston Scientific to make a competing offer. That set off a month-long bidding war between the firms.

     

    Ultimately, Boston Scientific acquired Guidant for almost $28 billion in April 2006. Also as part of the deal, Abbott Laboratories Inc. gained Guidant's stent portfolio. (See "Boston Scientific, Guidant Close The Deal Following FTC Approval" — "The Gray Sheet," Apr. 24, 2006.)

     

    Under the Feb. 17 settlement, J&J has agreed to permanently dismiss its action without acknowledgment of liability by Guidant.

     

    "Although we did not expect JNJ to be awarded the full $7 billion, today’s news removes a major overhang on [Boston Scientific] shares in our view," Wells Fargo device analyst Larry Biegelsen wrote in a Feb. 17 research note. "We view the amount of the settlement as quite manageable and favorable for BSX."

     

    In connection with the settlement, Boston Scientific has also agreed not to bring patent infringement or other claims related to J&J's S.M.A.R.T., S.M.A.R.T.Control, and S.M.A.R.T. Flex stent products.

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  14. Analyst Reports

  15. Deutsche Bank : JNJ v GDT (BSX) Court Update : It's Over! BSX Settles for $600M Payment; Likely Viewed Positively: It's Over!

    Feb 17, 2015 | Bloomberg Terminal

    Synopsis:

       *BSX settles with J&J likely viewed as a positive; stock likely to trade higher; though we maintain our Hold at this time

     

    After market close, Boston Scientific and J&J announced a settlement whereby Boston will make aggregate payments totaling $600 million (which will be recognized as a charge in 4Q14 as a subsequent event) and Boston Scientific also agreed not to bring patent infringement or other claims related to J&J’s S.M.A.R.T. stents. We believe this settlement will likely be viewed favorably by the market as J&J had been seeking $4.2 billion in damages (which would equate to $7.3 billion today with interest). Thus we expect the stock to trade higher.

     

    As of 12/31/14, Boston had $587 million in cash and equivalents and generates roughly $1 billion in cash flows. It’s unclear when the payments will be made. Boston has a revolving credit facility with a capacity of $2 billion.

     

    The revolver’s financial covenants include a maximum leverage ratio and minimum interest coverage. The calculations exclude cash litigation payments from the definition of EBITDA and exclude new debt to fund tax deficiency payments from the calculation of total debt. The exclusion cannot exceed $2,300 million in total (both the cash litigation payments and new debt). As of September 30, 2014, Boston Scientific had $2,130 million of the exclusion remaining. Also of note, Boston Scientific did not provide any update on its 2015 financial guidance so it’s likely that this was contemplated (though we need to confirm this with the company).

     

    While this was one of the more significant liability issues and the settlement is clearly a positive, there are still other liability matters outstanding. Boston still has several other outstanding litigation matters including product liability claims (now totaling $972 million, the timing of outflows are likely to be over the next 12-24 months in our view) and IRS disputes totaling around $1.5 billion (cash payments unlikely until 2017+).

     

    As a reminder, the legal settlement relates to a law suit that J&J filed in 2006 against Guidant claiming it willfully and materially breached its agreements by, among other things, secretly furnishing information to Abbott. A bench trial was convened in Nov and Dec to determine whether (1) GDT’s breach was “willful;” (2) the breach was material, and (3) GDT’s breach was a substantial factor in causing any harm suffered by J&J.

     

    On January 21, oral closing arguments were heard. The Judge was expected to issue his opinion shortly…. though with today’s settlement, we’ll never know what could have been.

      

    In total, the $600 million settlement brings the total amount of payments that Boston Scientific has made to J&J for legal matters (patent infringement and otherwise) to now $3 billion since 2009.

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