More, on JNJ's Role, From Lothian (Edinburgh, Scotland) Pension Fund v. Hassan, et al.

While this putative federal class action -- the latest challenge to the reverse merger treads much of the same ground of the other 16 suits now pending in state and federal courts, it is particularly noteworthy. How so? It is the first suit I've seen that credibly advances the theory that the Centocor/J&J Remicade/Simponi rights ambiguity is evidence of a flawed -- or at least hasty -- merger negotiation process. That is, it evinces a breach of fiduciary duties -- as alleged by a sophisticated institutional investor -- one that owns more than $10 million of Schering-Plough stock. [Here is a partial roster of all the similarly-pending suits.] And, here is more from this suit, on that score [click to enlarge]:



Is it really so hard to believe that, on a $4 billion franchise, if a deal could have been arranged between J&J/Centocor and Schering/Merck -- prior to the announcement date (March 9, 2009) -- it would have been? I don't think so. This is likely why Dominic Caruso, J&J CFO took a very-icy "no comment", earlier this week.

That is -- I think every party to the deals (old, and new) expects a fight -- or at least, a very hard-fought negotiation, which will likely result in some transfer of value to J&J. We'll see -- Schering-Plough reports next week. So does Merck. Stay tuned.