U.S. finds no wrongdoing in Yasmin patent settlement

WASHINGTON, Tue Oct 2, 2012 – U.S. antitrust regulators found no wrongdoing in a deal made four years ago between German drugmaker Bayer AG and a division of Teva Pharmaceuticals o end patent litigation over the popular Yasmin birth control pill.

The Federal Trade Commission, in letters dated Sept. 26 but posted on the agency’s website this week, said it had reviewed the matter and said, “No further action is warranted by the commission at this time. Accordingly, the investigation has been closed.”

The FTC had been looking at the deal made by Bayer and Barr Laboratories, which was purchased by Teva, in 2008 to settle what was then a three-year fight over whether Barr infringed on Bayer’s “Yasmin” patent to make its own generic contraceptives.

Under the supply and licensing agreement, Barr paid Bayer a fixed percentage of its revenues for the contraceptive, Bayer said in its 2011 annual report.

The FTC had no comment beyond the letter. Spokespeople for Bayer and Teva did not immediately respond to requests for comment.

The FTC has battled what it calls “pay for delay” settlements for years with mixed success. In the deals, brand-name drug companies typically sue generic firms for infringement and then settle, with the generic firm agreeing to delay entry into the market.

The FTC has also pushed for legislation to ban the deals.

GSK set for Human Genome takeover: sources

NEW YORK/LONDON – GlaxoSmithKline is expected to announce a deal to buy Human Genome Sciences for about $2.8 billion, ending a three-month hostile pursuit of the U.S. biotech company on friendly terms after sweetening its offer.
Sources familiar with the situation said Britain’s biggest drugmaker was set to pay around $14 per share, up from $13 offered previously, which Human Genome – an early pioneer of gene-based drug discovery – had rejected as inadequate.
Biotechnology companies are in increasing demand as Big Pharma companies seek new products to replace older medicines that are going off patent in the biggest wave of drug patent expirations in history.

LightSquared bankruptcy seen imminent: sources

RESTON, Va., Mon May 14, 2012 – LightSquared Inc., the startup telecommunications company bankrolled by hedge fund manager Philip Falcone, is expected to file for bankruptcy protection in the next hours, sources familiar with the matter said.

Falcone has until Monday at 5 p.m. EDT to reach an agreement or face a default on a $1.6 billion loan, sources said. While the parties still have a few hours left to negotiate, the sources suggested that a last minute deal is highly unlikely and that the filing is imminent.

A representative for Falcone was not available for comment.

Creditors have been negotiating to restructure LightSquared’s 96 percent ownership by Falcone’s Harbinger Capital Partners.

“The bondholders are asking for conditions they know Harbinger and Phil cannot agree to,” a source close to the situation said on Sunday.

Falcone, once one of the hedge fund industry’s biggest stars, had already been given a reprieve twice before when debt holders extended the original April 30 deadline two times.

LightSquared has been fighting for its life since February when the U.S. Federal Communications Commission said it would revoke permission provisionally granted to LightSquared to build a high-speed wireless network. Tests found that LightSquared’s systems could interfere with the Global Positioning System, critical to the military, commercial aviation, and many other industries including agriculture.

Falcone, who once managed around $26 billion for wealthy investors, has faced off against other prominent hedge fund managers who had bought the company’s debt. LightSquared creditors have included hedge fund manager David Tepper, billionaire investor Carl Icahn and hedge funds including Fortress Investment Group, Knighthead Capital Management, Redwood Capital Management and investment firm Capital Research and Management Co.

Icahn recently sold his $250 million position in the company for a profit, according to sources.

Express Scripts-Medco deal could close next week

ST. LOUIS, Wed Mar 28, 2012 – Pharmacy benefits managers Express Scripts Inc. said on Wednesday it expects its plan to buy rival Medco Health Solutions Inc. for $29 billion to close as early as the week of April 2, subject to the satisfaction of closing conditions.

Previously the companies said they expected the deal would be completed by the earlier part of the second quarter of 2012. Pharmacy benefits managers such as Medco and Express Scripts are hired by insurance companies to handle prescription drug plans. They sometimes provide drugs by mail order, through their own pharmacies and by contracting with chains and independent pharmacies.

The deal, announced last July, would combine two of the three largest PBMs that are big enough to manage prescription drug benefits for large, nationwide companies. The third is CVS Caremark Corp.

Vistaprint to buy privately held Webs for $117.5 million

LEXINGTON, Mass. ― Online design company Vistaprint agreed to buy Webs Inc. in a $117.5 million deal that will help it cross sell its products to customers of Webs’ do-it-yourself websites.

Vistaprint offered about $100 million in cash and $17.5 million in restricted shares for the deal, the companies said in a joint statement.

Vistaprint expects the deal to lower its adjusted earnings per share in fiscal 2012 and 2013, but add to adjusted earnings per share in fiscal 2014.

The deal is expected to be completed within one month.

Vistaprint stock closed at $32.74 on Friday on Nasdaq.

Lehman preparing bid for Archstone stake, according to report

CHICAGO ― The bankruptcy estate of Lehman Brothers Holdings Inc. is preparing to make a $1.33 billion bid for part of apartment owner Archstone that it does not already hold, according to a report in the Wall Street Journal.

The Wall Street Journal, which cited people familiar with the matter, said the bid Lehman was putting together was for a cash deal.

The move was designed to keep real estate mogul Sam Zell from buying a piece of the company, which owns stakes in 77,084 apartments in major cities across the U.S. and Europe.

Lehman, which already owns 47 percent of Archstone, is looking to buy another 26.5 percent in the deal.

Zell’s Equity Residential agreed to buy 26.5 percent, or half the interest Barclays Plc and Bank of America Corp. hold in Archstone for $1.325 billion earlier this month.

But Lehman dismissed the Equity Residential deal as too low, ill-timed and in violation of its agreements with its co-owners.

What’s next for AT&T deal? Possible sale of 40 percent of T-Mobile assets

NEW YORK ― AT&T and T-Mobile’s corporate parent, Deutsche Telekom, acknowledged that an acquisition deal was in trouble in a Thanksgiving Day announcement. The companies said they had withdrawn, for now, their application to the Federal Communications Commission to join their cell phone operations. They also said that AT&T would take a $4 billion charge against earnings — the amount in breakup fees owed to Deutsche Telekom if the deal is scrapped.

The companies portrayed the withdrawal of the FCC application as a tactical move, after the commission chairman said earlier in the week that he would move to oppose the deal. The Justice Department filed an antitrust suit to block the merger in August.

Focusing on the antitrust trial, scheduled for February, the companies explained, would now be the first step. They vowed to continue to pursue their bold plan to combine the second- and fourth-largest cell phone carriers in the United States.

But the companies’ ambitions must be scaled back if they want any chance at a deal, analysts say. To address the objections of the Justice Department and FCC that a merger would be anticompetitive, AT&T could agree to sell off 40 percent or so T-Mobile’s assets to wireless rivals, they say.

The policy goal, analysts say, would be to strengthen wireless competitors beyond the big two, Verizon Wireless and AT&T. So sales of mobile spectrum, cell towers and customers could not be made to Verizon, but to others, like Sprint and MetroPCS, the third- and fifth-largest carriers.

Or perhaps assets could be sold to a well-heeled foreign company that, unlike Deutsche Telekom, is increasing its investment in the United States: América Móvil, headed by the Mexican billionaire Carlos Slim Helú. Slim is a major shareholder in The New York Times Co.

Creative deal-making, analysts note, would be required to forge alliances and supply cash for spinoff purchases. The list of potential participants, they say, includes private equity firms, like SilverLake Partners, and cable companies, like Comcast and Time Warner, which own spectrum and whose Wi-Fi networks can work in tandem with cell networks.

Each of the options would present obstacles. And it is not clear that AT&T would be interested in a drastically scaled-down deal. Yet the company has consistently argued that its main motivation for pursuing T-Mobile is to acquire scarce wireless spectrum, so AT&T can quickly build out high-speed, next-generation network capacity to improve its service.

“If that is its goal, then AT&T has to explore ways to salvage as much spectrum out of the deal as it can,” said Kevin Werbach, an associate professor at the Wharton School of the University of Pennsylvania and a former technology policy official at the FCC.

FCC chief seeks added review of AT&T/T-Mobile deal

WASHINGTON ― AT&T Inc was dealt a blow Tuesday as the top U.S. communications regulator sought to have its planned $39 billion purchase of T-Mobile USA sent to an administrative law judge for review.

Federal Communications Commission Chairman Julius Genachowski sent a draft order to his fellow commissioners, citing FCC staff findings that the deal would significantly diminish competition and lead to massive job losses.

“The record clearly shows that — in no uncertain terms — this merger would result in a massive loss of U.S. jobs and investment,” a senior FCC official said.

The agency also concluded that the merger would not result in significantly more buildout of next generation 4G wireless service than would occur absent the transaction.

AT&T argues the deal will accelerate its expansion of high-speed wireless service to nearly all Americans.

The U.S. Justice Department went to court in August to oppose AT&T’s purchase of T-Mobile from Deutsche Telekom AG on antitrust grounds. A trial in that case is due to begin on Feb. 13.

Any administrative hearing at the FCC, which is charged with evaluating the public interest merits of the deal, would begin after the antitrust trial, an FCC official said.

AT&T called the FCC action “disappointing” and disputed the agency’s conclusion that its T-Mobile deal, with $8 billion in broadband investment and commitments on job preservation and enhancement, would result in the loss of jobs and investment.

The FCC recently said its $4.5 billion annual fund to promote broadband to underserved communities would create 500,000 jobs over the next six years.

“This notion, that when government spends money on broadband it creates jobs, but when a private company spends money it doesn’t, is clearly wrong on its face,” said Jim Cicconi, AT&T’s top executive for external and legislative affairs.

Express Scripts, Medco Health Solutions cut merger termination fee

ST. LOUIS ― Express Scripts Inc. said it agreed to cut the termination fee on its pending $29 billion takeover of Medco Health Solutions Inc.

In a regulatory filing on Tuesday, Express Scripts said the companies agreed to reduce the termination fee on the deal to $650 million. However, if either company changes its recommendation on the merger, the termination fee would still be $950 million.

In July, both companies signed the biggest ever deal in the healthcare services industry to create a pharmacy benefits  manager that has access to nearly one-third of the entire American market.

Shares of Express Scripts had closed at $47.09 Monday on Nasdaq, while Medco shares closed at $57.11 on the New York Stock Exchange.

Yahoo sale process heats up as private equity firms sign on

SUNNYVALE, Calif. ―Yahoo has signed confidentiality agreements with several parties interested in a deal ahead of Friday’s deadline, according to people familiar with the matter.

The Internet icon said potential buyers had to sign the agreement, which would allow them to take a closer look at Yahoo’s financial documents, by Friday, though the deadline could be extended into next week to provide more time for other firms to sign on.

Some private equity firms have balked at signing Yahoo’s non-disclosure agreement because of restrictions that would prevent them from forming consortiums, sources told Reuters last week. Indeed, at least five of the private equity firms interested in Yahoo have not yet signed the NDA, several sources told Reuters.

And the private equity firms that did relent and sign the agreement have heavily negotiated its terms, sources said, though it was not clear exactly what amendments had been made. These people declined to name precisely which firms had signed the non-disclosure agreements, however, with one person close to the process telling Reuters only that “multiple parties” have agreed to the provision.

Multiple sources cited Silver Lake Partners, Providence Equity Partners, Bain Capital, Hellman & Friedman and Blackstone as the holdout private equity firms that have not yet signed the agreement. These firms are said to be exploring a potential buyout of Yahoo alongside Asian joint venture partners Alibaba Group and Softbank.

Other private equity firms interested in Yahoo include KKR, TPG Capital and Carlyle Group. Sources would not confirm if any of those firms signed the confidentiality agreement, though a second person familiar with the situation said those three firms and Providence are “among the hottest firms” involved in the process. The New York Times reported late Thursday night that TPG had indeed signed the agreement, however.

Strategic parties including Alibaba, Microsoft and Google have also taken part in the still-developing discussions surrounding Yahoo, a source said.

Private equity firms have indicated a willingness to commit around $1 billion in equity as part of a transaction, according to sources. They are also looking at ways to partner with their limited partners, including the Canada Pension Plan Investment Board and the Public Sector Pension Investment Board. The latter recently took part in a deal with Apax Partners to buy Kinetic Concepts Inc, these sources said.

“Everybody has a different approach to it, some involving banks, others not involving banks … but most of the private equity firms are not going to team up with other private equity firms as part of a club deal,” one of the sources said.