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  Mergers & Acquisitions - Legal News

The Supreme Court has dealt a setback to a deal between two private companies that left one as the owner of the only two hospitals in a southwestern Georgia city.

The justices ruled unanimously Tuesday that lower courts improperly dismissed complaints that the merger, aided by a public hospital authority, created a monopoly in hospital services in Albany, Ga.

The Federal Trade Commission tried to block the deal by arguing that it violated federal antitrust law.

Justice Sonia Sotomayor said in her opinion for the court that an exception in antitrust law for actions taken by a state or its agencies — in this case, the hospital authority — did not shield the transaction from federal antitrust concerns.

Lower federal courts allowed Albany's Phoebe Putney Memorial Hospital to buy Palmyra Medical Center from Hospital Corporation of America for $195 million over the FTC's objection.

Both hospitals now are nominally owned by the Hospital Authority of Albany-Dougherty County, but run by the Phoebe Putney Health System under long-term leases. The money for the Palmyra purchase came from the health system, not the authority.

The court has long accepted that the some business deals that lead to monopolies that otherwise would raise antitrust concerns are allowable if they are done by states. But in such cases, the states have to explain clearly why competition is not in the public interest and they have to ensure a level of control and oversight of the monopolies.

A federal appeals court has ruled that Albany's Phoebe Putney Memorial Hospital can buy Palmyra Medical Center.

The Albany Herald reports that the 11th U.S. Circuit Court of Appeals upheld a lower court decision that said the sale was not subject to federal antitrust oversight.

The Federal Trade Commission had appealed the lower court ruling. The commission argued that Phoebe Putney and Hospital Corporation of America, Palmyra's parent company, were using the Hospital Authority of Albany-Dougherty County to conceal their actions from federal scrutiny.

Phoebe Putney CEO Joel Wernick said Friday he's eager to move forward with the consolidation of the two hospitals.

The FTC said in a statement Friday that it is concerned the deal will raise health care costs in Albany and said it is considering its options.

Google Inc has bought Zagat, the popular restaurant recommendations and ratings authority, to expand its local content in the niche marketplace that includes Yelp and Yahoo Inc.

Google said the 32-year-old Zagat, which polls consumers and compiles reviews on restaurants around the world, will become a cornerstone of its "local offering" and work in tandem with its mapping services and core search engine.

Founded by Tim and Nina Zagat, their eponymous service provides pocket-sized guides to restaurants in more than 100 cities. It may be one of the earliest forms of user-generated content, Google Vice President Marissa Mayer said in a blogpost on Thursday.

"We are thrilled to see our baby placed in such good hands and to start today as official 'Googlers,'" the founders said in a joint statement.

Zagat will go up against competing services popular with users on the Internet, including Yelp.

JPMorgan Chase & Co. said Thursday it has hired Jim Woolery, an M&A partner with law firm Cravath, Swaine & Moore, to help lead its North America M&A division together with Chris Ventresca.

Former global M&A leader Jimmy Elliott, a 14-year veteran of the New York-based investment bank, is being promoted to the position of global chairman of mergers and acquisitions. He will work with the firm's most important clients on strategic transactions.

The bank also is revamping its health care practice, naming Jeff Stutewill as head of its North America Healthcare group. Stute has been the primary mergers and acquisitions partner and a member of the firm's healthcare practice for 17 years. Robbie Huffines will become vice chairman of investment banking.

Lions Gate proposes merger with MGM

  Mergers & Acquisitions  -   POSTED: 2010/10/13 15:16

Lions Gate is offering to combine its business with MGM in a deal supported by billionaire investor Carl Icahn, who owns stakes in both studios.

Lions Gate Entertainment Corp. said Tuesday it has sent a proposal for a combination with financially troubled Metro-Goldwyn-Mayer Studios Inc.

Lions Gate said the combined company would be owned by its shareholders and by MGM's creditors. These include Icahn.

Terms weren't disclosed, though a report in the Los Angeles Times said the deal would give MGM's lenders a 55 percent in the combined company. Lions Gate and MGM declined to comment.

Icahn said the deal is better than a current proposal to combine MGM with privately held production company Spyglass Entertainment.

Icahn has been trying to buy Lions Gate for more than a year but has been rebuffed by the boutique film studio. Icahn's tender offer for Lions Gate worth $7.50 per share expires Oct. 22.

Johnson & Johnson said Wednesday it is buying Crucell N.V. for about $2.41 billion in a move that will boost the American health care company's vaccine business.

The move had been expected since September, when the companies announced they were in advanced talks. Johnson & Johnson already owns a 17.9 percent stake in the Dutch biotechnology company. The current offer is worth 1.75 billion euros, or 24.75 euros per share in cash for the remainder. That marks a 58 percent premium to Crucell's closing price on Sept. 16., the day before the companies announced a potential deal.

Johnson & Johnson, based in New Brunswick, N.J., has about $64 billion in annual sales and makes a broad range of products from Band-Aids to prescription drugs. It is new to the vaccine market and the Crucell buyout would give it vaccines aimed a childhood, endemic and respiratory diseases.

Johnson & Johnson said it will retain Crucell's existing facilities and senior management, along with current staffing levels. It will use Crucell as the center of its vaccines business and maintain headquarters in Leiden, Netherlands.

Crucell's board supports the deal.

The companies have been working together since 2009 to develop a universal flu vaccine and vaccines directed against infectious and noninfectious diseases.

"This potential combination would provide us with a new platform for growth and advances our goal to deliver integrated health care solutions, with particular emphasis on prevention," said Paul Stoffels, global head of pharmaceutical research and development at Johnson & Johnson, in a statement.

Intel Corp. agreed to buy McAfee Inc. for $7.68 billion, its biggest-ever acquisition, adding security software to its chipmaking arsenal.

McAfee investors will receive $48 a share in cash, Santa Clara, California-based Intel, the world’s largest chipmaker, said in a statement today. That’s 60 percent more than McAfee’s closing price yesterday. Both boards have unanimously approved the deal, Intel said.

The acquisition of McAfee, which trails Symantec Corp. in security software, will give Intel an advantage over other chip companies that must use outside security programs, said Hans Mosesmann, an analyst at Raymond James Associates in St. Petersburg, Florida. The deal also helps Intel expand beyond PCs as Chief Executive Officer Paul Otellini is trying to break into mobile handsets and grow in other portable devices.

“Their ability to be successful in the non-PC market, and even in the PC market, is going to depend more on system solutions, and security is becoming a really big deal,” said Mosesmann. “The security threats that are out there are not going away -- you could argue that they are going to get worse - - and having a tightly coupled hardware and software is a strategic advantage.”

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