A Medical Device Daily
Danaher (Washington) and Sybron Dental Specialties (Newport Beach, California) in a joint statement said that they have reached an agreement to settle a class action law suit filed in 2006 by Dolphin Limited Partnership I and other parties in the Superior Court of the State of California, Orange County. The settlement resolves issues related to Danaher's proposal to acquire Sybron in a deal of more than $2 billion, unveiled in April (Medical Device Daily, April 13, 2005).
Danaher's tender offer to purchase any and all of Sybron's outstanding common stock is scheduled to expire at midnight, EST, May 15, unless otherwise extended. The offer remains subject to customary conditions, including tender of a majority of the outstanding shares into the offer, and the absence of a material adverse effect with respect to Sybron.
The settlement resolves allegations by the plaintiffs against Danaher, Sybron and Sybron's directors, in connection with the tender offer, and includes no admission of wrongdoing. The parties have agreed to reduce the termination fees associated with the transaction to an aggregate amount of $45 million in fees and expenses.
Additionally, the parties agreed that Sybron's shareholders rights plan and certain other contractual restrictions will not apply to tender offers by third parties who offer Sybron's shareholders above $47 in cash, sign and deliver the same merger agreement that Danaher signed and comply with certain other conditions.
Danaher manufactures professional instrumentation, industrial technologies and tools and components.
Sybron and its subsidiaries make dental products, including for orthodontics, endodontics and implantology, and a variety of infection prevention products.
In other court filings:
• New lawsuits have been filed against Bausch & Lomb (B&L; Rochester, New York) related to allegations that contact lens wearers suffered damage to their eyes as a result of using the company's lens cleaning solutions.
Weitz & Luxenberg (New York) has filed such a suit, saying it is investigating “numerous cases and preparing to file more cases in the following days.” Among the firm's allegations are that on May 3, the CDC informed B&L that the problem may not be isolated to one solution product, ReNu with MoistureLoc, but might also involve its ReNu MultiPlus solution.
The firm said it has filed suit on behalf of a client living in suburban Philadelphia who was diagnosed with Fusarium keratitis after using ReNu with MoistureLoc. It said that the infection “was so grave she required a corneal transplant. Since then, she has endured months of medical treatment.”
• Additionally, the firm of Lerach Coughlin Stoia Geller Rudman & Robbins (New York) reported filing an amended complaint in the U.S. District Court for the Southern District of New York on behalf of purchasers of B&L publicly traded securities during the period between Jan. 27, 2005, and April 10, 2006.
The complaint makes the standard allegations that the company issued materially misleading statements about its financials. Additionally, it charges that B&L failed to disclose that in November 2005 it was contacted by health authorities in Hong Kong that its contact lens solution was causing eye infections among users.
Then, the complaint charges, “On Dec. 22, 2005, after the markets closed, the company provided an update on an internal investigation related to its Brazil subsidiary and announced that it would restate its financial results for 2000 through the first half of 2005.”
On this disclosure, it said, B&L's stock price dropped to as low as $71.54 per share, a 9% decline from the previous trading day's close, the equivalent of a $374 million market capitalization loss. However, according to the complaint, prior to these revelations of accounting fraud the company's top officers and directors illegally reaped over $29 million in insider trading proceeds. These actions were followed by withdrawal of the ReNu with MoistureLoc product and continuing investigations into the cause of the allegedly related infections.