Here come the class action lawsuits.

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Anonymous said:
MERCK shareholders are not happy. Trying to kill this deal. This may get interesting.

Good luck to all!
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I've been through several of these acquisitions. Lawyers are always looking to cash in when they see a big deal happen. Typical ambulance chasing. No, things won't get interesting. Deal is done.
 






Anonymous said:
Deal is far from done in light of the 11th hour patent ruling. Total game changer. Cubist reps may keep their jobs, afterall.
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Quote from wallstreetjournal article:
"Based on how the merger agreement was written, Merck can’t walk away because of the ruling. It was carved out of what’s considered a “material adverse effect” post-announcement."

Cubist lawyers and bankers did a nice job of disclosure to Merck. Deal is baked.
 



"...Based on the decision, Leerink Swann analyst Seamus Fernandez said the price was between $2 billion to $3 billion too high. Credit Suisse analyst Vamil Divan said the deal is now “likely value destructive.”
Merck’s stock dropped 3% on this news Tuesday, and Cubist’s fell 4.5%. UBS’s Marc Goodman estimates that Cubist’s shares would have tumbled 20% absent Merck’s offer.
Analysts also said this court ruling makes it very unlikely that another buyer could come to the table to bid for Cubist.
Based on how the merger agreement was written, Merck can’t walk away because of the ruling. It was carved out of what’s considered a “material adverse effect” post-announcement. The companies said they still expect the deal to close in the first quarter of 2015."
 






"CBST has a $1 billion franchise in Cubicin," he wrote. "Zerbaxa is expected to be as big if not bigger ($1-2 billion+ worldwide), and Sivextro and Dificid are also meaningful ($600 million-$1 billion per CBST guidance). Even without Cubicin, revenues could be $2 billion+ at peak." Sivextro is a skin-infection drug, and Dificid is a treatment for diarrhea.

Read More At Investor's Business Daily: http://news.investors.com/technolog...falls-on-cbst-patent-ruling.htm#ixzz3LV77I7CL
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"We've looked at all the risks involved in this deal, including the patent-infringement case," said Merck CEO Kenneth Frazier on the call. "And we continue to believe that the acquisition will create value for Merck across a wide range of potential outcomes."
Several analysts later noted that the merger agreement was written in such a way that it's impossible for Merck to back out for this reason.

The termination fee of 250 mill is the amount that Cubist would have to pay to Merck if Cubist backs out of the deal and not the other way around and that is not going to happen. The agreement stipulates that Merck cannot back out for reasons surrounding the existing Hospira litigation so if they did back out then Cubist would then proceed to sue Merck with and win.

Both Merck as well as Cubist have come out publicly and stated that the deal is still on as scheduled. And yes, google is your friend. Unfortunately your brain is your enemy.
 









What lawsuits? All I see posted are a bunch of ambulance chasing lawfirms sniffing with "investigations" around the deal. WTF investigations are not lawsuits - just lawyer speak for trolling. Just law whorefirms looking to try to make a buck. Good luck to them.
 



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