30.11.2005 00:45:00
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Lerach Coughlin Stoia Geller Rudman & Robbins LLP Files Class Action Suit against Guidant Corporation
If you wish to serve as lead plaintiff, you must move the Court nolater than 60 days from November 4, 2005. If you wish to discuss thisaction or have any questions concerning this notice or your rights orinterests, please contact plaintiff's counsel, William Lerach orDarren Robbins of Lerach Coughlin at 800/449-4900 or 619/231-1058, orvia e-mail at wsl@lerachlaw.com. If you are a member of this class,you can view a copy of the complaint as filed or join this classaction online at http://www.lerachlaw.com/cases/guidantcorp/. Anymember of the purported class may move the Court to serve as leadplaintiff through counsel of their choice, or may choose to do nothingand remain an absent class member.
The complaints charge Guidant and certain of its officers anddirectors with violations of the Securities Exchange Act of 1934.Guidant and its subsidiaries provide therapeutic medical solutions forcustomers, patients and healthcare systems worldwide.
On December 15, 2004, defendants announced that Guidant had beensold to Johnson & Johnson ("J&J") for approximately $25 billion incash and J&J stock, within an imputed value of approximately $76 pershare. Meanwhile, according to the complaints, throughout the fall of2004 and spring of 2005, defendants continued concealing frominvestors, regulators, and, ostensibly, J&J, the truth about the knowndefects in Guidant's defibrillators and pacemakers, including: (i)that they had discovered a design flaw in defibrillators manufacturedprior to April 2002; (ii) that despite knowledge of the design flaw,they continued to sell these defective defibrillators to maintainGuidant's revenue stream; (iii) that at the time of the proposedmerger with J&J, many defibrillators and pacemakers had failed ormalfunctioned; (iv) that as a result of these manufacturing defects,revenues from Guidant's defibrillator and pacemaker business would benegatively impacted going forward; and (v) more importantly, thatGuidant would likely be exposed to substantial litigation risks asmore reports of failed defibrillators and pacemakers surfaced,significantly decreasing the price J&J would be willing to pay forGuidant.
Finally, on November 2, 2005, citing issues surrounding Guidant'sdefibrillators and the investigation initiated by the U.S. Attorney'sOffice as constituting "material adverse effects" that delimited itsduty to perform on the merger agreement, J&J announced it was notrequired to complete the acquisition of Guidant, signaling it wouldnot. On November 4, 2005, when J&J's 48-hour deadline in which tocomplete the transaction expired, shares of Guidant fell to $57.52, adrop of more than $14 per share from the December 15, 2004 mergerannouncement date, erasing over $4.5 billion in market capitalization.Thereafter, on November 15, 2005, defendants agreed to sell Guidant toJ&J for $21.5 billion, or $4 billion less than the price announced atthe start of the Class Period.
Lerach Coughlin, a 160-lawyer firm with offices in San Diego, SanFrancisco, Los Angeles, New York, Boca Raton, Washington, D.C.,Houston, Philadelphia and Seattle, is active in major litigationspending in federal and state courts throughout the United States andhas taken a leading role in many important actions on behalf ofdefrauded investors, consumers, and companies, as well as victims ofhuman rights violations. Lerach Coughlin lawyers have been responsiblefor more than $20 billion in aggregate recoveries. The Lerach CoughlinWeb site (http://www.lerachlaw.com) has more information about thefirm and about this action. Investors are encouraged to visit thefirm's Web site or contact the firm about serving as lead plaintiffs.
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