Bard shareholder looks to scuttle $24B merger with BD

A shareholder of C.R. Bard (NYSE:BCR) sued yesterday to stop a $24 billion merger with Becton Dickinson (NYSE:BDX), arguing that the price tag is too low and that the sale process was flawed and seeking class-action status for the suit. Plaintiff Richard Maser filed the lawsuit in the U.S. District Court for New Jersey, seeking to block the deal until the companies disclose more facts about their negotiations. Maser alleged that the agreement’s “no solicitation” clause “prohibits the company or the individual defendants from taking any affirmative action to obtain a better deal for Bard shareholders.” The deal also gives Franklin Lakes, N.J.-based BD an inside look at potential competing bids and extra time to come up with a counter-offer, the lawsuit alleged. “The non-solicitation and matching rights provisions essentially ensure that a superior bidder will not emerge, as any potential suitor will undoubtedly be deterred from expending the time, cost and effort of making a superior proposal while knowing that BD can easily foreclose a competing bid. As a result, these provisions unreasonably favor BD, to the detriment of Bard’s public shareholders,” according to the complaint, which also noted that the $750 million breakup fee also stifles the chances for competing bids. And a “fiduciary out” provision limits Murray Hill, N.J.-based Bard’s ability to back out of an unfavorable deal, Maser alleged. Anatomy of ...
Source: Mass Device - Category: Medical Devices Authors: Tags: Legal News Mergers & Acquisitions Wall Street Beat bectondickinson C.R. Bard Source Type: news