It never ends. Back and forth, back and forth. Rather than sum up the whole J&J-Boston Scientific-Guidant soap opera, we’ll point you to an excellent timeline of events, which leaves out one recent detail: Guidant has officially concluded that Boston Scientific’s new US$27.2 Bn offer is superior to J&J’s. There is still some time remaining for J&J to continue this bidding war, however:
Guidant is currently party to a merger agreement with Johnson & Johnson providing for the acquisition of Guidant by Johnson & Johnson. Guidant shareholders are scheduled to vote on that agreement, as amended on January 11, 2006 and January 13, 2006, at a special meeting on January 31, 2006. Under the terms of Guidant’s merger agreement with Johnson & Johnson, Guidant must wait five business days, or until January 25, 2006, before it may change its recommendation of the Johnson & Johnson merger or terminate the merger agreement with Johnson & Johnson and enter into a merger agreement with Boston Scientific.
Boston Scientific’s offer will remain open for acceptance by Guidant until 4 pm on January 25, 2006.
One thing to keep in mind here is that the highest price offer doesn’t necessarily constitute the “best” offer. Surrounding terms such as the likely fate of many company employees can come into play when considering multiple offers.
Apparently, Boston’s new offer isn’t sitting too well with investors, however. Also, now J&J is claiming that Boston’s proposal is full of hot air:
Johnson & Johnson considers the proposal from Boston Scientific to be a highly dilutive and leveraged transaction based on extremely aggressive business projections and, as such, one that will not provide $80 per share in value to Guidant shareholders. The Company will consider its alternatives under the existing merger agreement with Guidant.
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