SI
SI
discoversearch

We've detected that you're using an ad content blocking browser plug-in or feature. Ads provide a critical source of revenue to the continued operation of Silicon Investor.  We ask that you disable ad blocking while on Silicon Investor in the best interests of our community.  If you are not using an ad blocker but are still receiving this message, make sure your browser's tracking protection is set to the 'standard' level.
Strategies & Market Trends : Speculating in Takeover Targets -- Ignore unavailable to you. Want to Upgrade?


To: richardred who wrote (927)12/8/2005 12:27:09 AM
From: richardred  Respond to of 7243
 
The market is betting St. Jude. The balls in J & J court. Either way medical devices is a hot sector. Competition for targets is heating up.

J&J May Seek to Acquire Another Company
Wednesday December 7, 7:52 pm ET
By Linda A. Johnson, AP Business Writer
Johnson & Johnson May Have to Look Elsewhere to Break Into Pacemaker/defibrillator Market

TRENTON, N.J. (AP) -- Johnson & Johnson, already the leader or second in markets for most of its medicines, consumer products and medical devices, showed it also wants to be a top provider of pacemakers and implantable defibrillators when it made a play a year ago for Guidant Corp.

That's no surprise, given the growing number of elderly people with faulty tickers needing such devices to stimulate the heart to beat at a healthy pace.

But J&J might have to look elsewhere after rival Boston Scientific Corp., which on Monday made a higher bid for Guidant, said it could sign a merger agreement with Guidant by month's end and close a deal in the first quarter of 2006. That statement came shortly after Indianapolis-based Guidant on Wednesday announced its board of directors decided to start talks with Boston Scientific.

"The combination of Guidant and Boston Scientific will create the world's leading cardiovascular device company, accelerating diversification and growth," Boston Scientific said in a statement.

Boston Scientific, which has jumped ahead of J&J as the top maker of drug-coated heart stents, offered Guidant $25 billion in a deal that would quadruple the Natick, Mass.-based company's debt, cut short-term earnings and add to recent legal and regulatory troubles.

That's quite a bit of risk for Boston Scientific, given that Guidant appeared to be damaged goods. It has issued multiple recalls and warnings this year for thousands of its pacemakers and implantable defibrillators -- enough that New Brunswick-based J&J convinced Guidant last month to accept $21.5 billion, about $4 billion less than its original offer.

"We continue to believe that the existing acquisition agreement between Johnson & Johnson and Guidant ... represents full and fair value," J&J spokesman Marc Monseau said late Wednesday.

He declined to comment on the announcements by Guidant and Boston Scientific or on speculation about what Johnson & Johnson will do if Guidant chooses Boston Scientific.

The latter subject, though, is a hot topic on Wall Street, where analysts expect volatility for some time in the stocks of those three companies and the two U.S. companies that make heart rhythm devices: St. Jude Medical Inc. of St. Paul, Minn., and Medtronic Inc. of Minneapolis.

"If Guidant and Boston Scientific conclude a separate merger agreement, a natural consequence of that for J&J ... would be to make an offer for St. Jude," medical devices analyst David Zimbalist of Natexis Bleichroeder said Wednesday.

"Medtronic would seem to be too big" for J&J to acquire, with a $70 billion market capitalization and $10 billion in revenues, Zimbalist added.

At Deutsche Bank Securities Inc., medical devices analyst Tao Levy said J&J needs a growth engine among its drugs or devices, and heart rhythm devices are "a high-growth, high-profit area." He said J&J would have to buy a device maker because it would take up to a decade to create its own product line, given hurdles such as patents, engineering talent, clinical testing and regulatory approval.

Levy sees a 50-50 chance J&J will raise its offer for Guidant, given that "final" acquisition offers often aren't. If J&J can't acquire Guidant, he said, it is more likely the maker of everything from biotech drugs to baby shampoo would go after St. Jude rather than Medtronic.

Medtronic spokesman Rob Clark would not discuss any possible industry deals Wednesday, but noted that his company is No. 1 in both pacemakers and implantable defibrillators, with just over 50 percent of the market for each. St. Jude officials did not immediately return a call.

On Tuesday, Jeffries & Company analyst Ryan Rauch wrote in a research report that a Boston Scientific-Guidant deal would be good for St. Jude, with J&J sure to look to acquire St. Jude. That $2 billion-a-year company would be the only U.S. firm left focused on pacemakers and implantable defibrillators.

There are two small European companies in the business, but the U.S. ones have more than 95 percent of the global market, Zimbalist said.

Whatever marriages the companies arrange, the market will continue growing.

Natexis Bleichroeder is forecasting sales of the two devices will hit $9.3 billion this year and $10.4 billion in 2006 -- up from $5 billion in 2001.

American Heart Association spokesman Dr. Timothy Gardner cites two reasons: demographics and increased coverage by government and private insurers.

"The increase in longevity in our population means we have an increasing number of very elderly patients, and it is in those patients in particular that we are seeing need for pacemakers and defibrillators," said Gardner, medical director of the Center for Heart and Vascular Health at Christiana Care Health System in Wilmington, Del.

He said there have been major improvements in both types of devices in recent years, making them life savers for patients with a wider array of heart problems and allowing many to resume a normal life. Earlier this year, the Medicare program greatly increased the pool of patients eligible for defibrillators.

Barely 260,000 heart rhythm devices were implanted in 2002, the most recent data from the heart association.

In trading on the New York Stock Exchange, J&J shares fell 43 cents to close at $60.04, Guidant shares dipped 35 cents to closet at $66.53, Boston Scientific fell 53 cents to $25.81, St. Jude shares fell 40 cents to close $51.21 and Medtronic shares dipped 17 cents to close at $56.31.



To: richardred who wrote (927)12/8/2005 12:41:27 AM
From: richardred  Respond to of 7243
 
DSCP's- biggest shareholder

Guest Interview:
Private Capital
Management, Inc.

Bruce Sherman
Chairman, President, &
Chief Portfolio Manager


* Bruce, I understand your firm had an atypical beginning. Tell me how and why Private Capital Management, L.P. (PCM) was formed.

Mr. Sherman: I formed PCM in 1986 with a "Forbes 400" family. Over the years, the family had their financial assets managed through many of the different "traditional" venues (bank trust department, independent money management firms, venture capital partnerships, etc.). At the end of the day, the family was dissatisfied with both the investment results and the process with which their assets were being managed. The family concluded that their best interests would be served by forming an internal money management operation where they could exercise control over the investment management style, the personnel, and the analytic process. In forming the firm, my mandate was to build an optimal structure for managing the family's capital with an emphasis on capital preservation and absolute return.

* What do you mean when you say absolute return?

Mr. Sherman: It was the family's experience that the investment management industry quite often focused on relative returns and relative valuations. For example, if the S&P 500 is down 25% and a manager is down 15%, he has had relatively good performance. However, his clients have lost 15% of their capital. Our clients believe that any successful management strategy needs to be centered first around capital preservation. They have worked long and hard to build wealth and truly view their capital as an "irreplaceable commodity." Further, relative return to us implies almost an acceptance or tolerance of mediocrity. If your goal is merely to meet or exceed average returns, then it is clearly an extraneous exercise to spend the time and energy required to build an internal capability. There are no shortages of average or above average shops out there. Rather, the founding family and I believed it possible to set an absolute return standard that would both be a superior long-term objective for growth of their capital as well as one that made the formation of PCM a worthwhile undertaking.

* What was the return/objective that they set for you?

Mr. Sherman: Our goal at PCM is to research and invest in a portfolio of businesses that will position our clients to double their assets every five years. Obviously, this implies compounding money at approximately 15% per year. Thus, we attempt not only to preserve but also prudently expand our clients' wealth.

* Given that mandate, what were your considerations in building Private Capital Management L.P.?

Mr. Sherman: First of all, my background as a CPA and my working experience in mergers and acquisitions, business valuations and restructuring gives me a rather different perspective on investment management. In my view, Wall Street spends too much time on short-term financial prognostication relating to quarterly earnings per share and not enough time trying to determine the long-term fundamental value of the underlying business enterprise. Thus, I decided that the strength of our firm was going to be the ability to independently research and determine the intrinsic value of a business.

* Are you saying, then, that you don't have much use for Wall Street research?

Mr. Sherman: That's correct. We find most Wall Street research to be short-term oriented and superficial. In addition, I will not put my clients' capital at risk unless I have absolute confidence that we accurately understand the investment situation. The only way that I can achieve that comfort level is to be directly involved in the analytic process.

* If you don't rely on Wall Street, how do you develop and implement investment ideas that meet your value criteria?

Mr. Sherman: Our investment team has a great deal of experience analyzing and investing in undervalued situations. Yet, they also bring different industry expertise and analytic skills that supplement my background. If we perform our research work properly, we capture and create an information advantage.

* Give us some additional insight into your research process.

Mr. Sherman: Our approach is equivalent to acquisition due diligence. We view a stock investment the same way an entrepreneur views a business acquisition. The essence of this approach is discretionary cash flow analysis. Simply put, a business enterprise's value is directly related to its ability to produce cash for its owners.

* Why discretionary cash flow?

Mr. Sherman: The cash flow cut, while somewhat arbitrary, is designed to differentiate between reported book income and true cash earnings. We understand the subjective nature of some of the situations that go into making reported earnings. Cash can be used to buy back stock, retire debt, buy new businesses - we really want to determine the cash flow generation ability of a business.

* How do you determine discretionary cash flow?

Mr. Sherman: To be perfectly honest, this is as much an art as it is a science. Obviously some industries, typified by the manufacturing sector, require substantial and sustained capital reinvestment. Others, including computer software, media, publishing, and financial services for example, require far less investment in physical plant and equipment. Consequently, as a starting point, we are strongly partial to businesses that have structurally superior free cash flow characteristics. After winnowing the investment universe in this fashion, it is necessary to intimately examine a business's economic opportunities in conjunction with its capital requirements, and to differentiate between mandatory and discretionary investment. For example, a rapidly growing computer software company will typically require cash to fund receivable growth. As long as such working capital requirements grow in proportion to the business, we would view this an appropriate discretionary investment. Conversely, if a textile company continuously replaces its capital equipment every five years in order to remain competitive, this capital reinvestment is not discretionary and has direct implications for the business' underlying value.

Simply put, we recognize that some businesses have superior economic characteristics, and that these companies can generate substantial free cash flow and are capable of internally financing growth. Coincidentally, we often find that as a byproduct, such companies are generally superior from a financial structure standpoint. However, it is important to underline the significance of qualitative factors beyond financial statistics.

* Can you elaborate?

Mr. Sherman: Yes, the most important qualitative factor is management. Great management creates opportunities and knows how to win, while bad management is particularly adept at finding new ways to lose. Consequently, an evaluation of management's competence, integrity, and concern for the creation and enhancement of shareholder value, is integral to the analytic process. We will not invest in situations where we feel that we don't have goal congruency with management. Additionally, we will not invest in a company that has what we perceive to be inadequate management, regardless of how statistically attractive the investment may be.

* How do you make an assessment of management?

Mr. Sherman: Before we make a substantive commitment of our clients' capital, we will generally meet the management personally at the company's premises. Our objective in meeting with senior management is not to be educated about the business per se. Before the meeting we will have already invested substantial time and effort learning about the most important opportunities and challenges. Therefore, if we have done our job, we will not be asking questions which we do not already know the answers to. As a consequence, we can critically evaluate the candor and honesty of senior management. This insight is particularly important when something does not go according to plan, and the business produces disappointing results. We like to know that management will candidly assess the issues, and answer our questions to the best of their ability, as opposed to giving us public relations fluff. Style is important. For example, I have a visceral dislike for gratuitously expensive corporate headquarters. Why should the shareholders' money be invested in such a non-earning asset? Said another way, I do not want to invest with a management team that does not spend shareholder capital in the same fashion that they would spend their own money.

* Does your analysis conclude with the management visit?

Mr. Sherman: No, that's just the starting point. An entrepreneur would never buy a company solely as a result of a satisfactory meeting with management. It's necessary to assess management's depth, to spend some time with middle managers and when possible, visit the competitors, suppliers and customers.

* That sounds like a lot of work. Realistically how many companies can you follow in this detail?

Mr. Sherman: We repeatedly screen thousands of companies, do preliminary work and review the financial statements on several hundred and visit as many as possible. As we continue to cull, we will generally end up doing a full-blown due diligence on roughly one-third of the companies we visit.

* Do you concentrate on specific industries or a certain size company?

Mr. Sherman: Remember, my background and mind-set is that of a businessperson rather than one of a traditional money manager. Likewise, my research associates also have certain specific industry and operating experience. We believe this business experience makes us better investors and that it would be foolish for us not to use this experience to our clients' advantage. We believe that we do some of our best work in the industries with which we are most familiar. These would include financial services, media, software, real estate, health care, gaming and retail. These industries give us a large universe of companies to choose from and to perform our initial screening on.

We are in the business of identifying intrinsically undervalued companies with favorable cash flow characteristics, in industries that we understand. We don't have a size or capitalization restriction, mandate or predisposition. What's important to note is that the valuations and opportunities are what attract us, not specifically the size of the company.

* This sounds like a very bottom-up approach. Is that a fair description?

Mr. Sherman: Yes it is. We do not have a pre-determined asset allocation model to which we manage. Further, we don't spend a lot of our time or energy trying to predict the unpredictable. When we can find ideas that meet our value criteria, selling at prices where we would like to own the whole company, we will buy those stocks. When we have difficulty finding ideas, we sit on our hands and don't buy stocks. So as it relates to a market allocation, we're really idea-driven rather than top-down macroeconomic analytically driven. While we consider the economic backdrop, we don't disdain what is going on in the marketplace.

* How large is the staff of Private Capital Management, L.P.?

Mr. Sherman: My efforts, along with those of President and fellow Co-Portfolio Manager Gregg Powers, who has been working with me at PCM since 1988, are supported by an eight member investment staff. The firm has three dedicated traders that solely concentrate on obtaining the best prices for our clients as well as an experienced account management team headed by Gary Queen and Michael Feldman. Each member of the firm treats our clients' money as if it was our own and endeavors to provide a high level of performance to our clients in all aspects.

* Do you have a dollar minimum for a new client relationship?

Mr. Sherman: Yes. We offer individual account management beginning at $2.5 Million. We also offer a couple of commingled fund products with lower minimums.

* Where can people go to learn more about the firm?

Mr. Sherman: PCM maintains a website at www.private-cap.com.

* Do you have any closing comments?

Mr. Sherman: The detailed and tireless execution of our bottom-up value investment philosophy has consistently earned our clients substantial returns at minimal risk levels. As I mentioned before, our goal since inception has been first to preserve capital and second to double capital every five years, which is equivalent to a 15% annualized return. Though we have no way of predicting future returns, we are proud to say that each and every rolling five-year period since the inception of the firm in 1986, PCM has achieved an annualized rate of return equal to or exceeding 15%. All the while, PCM's returns have maintained a very similar standard deviation to both the S&P 500 and the Russell 2000.
managerreview.com



To: richardred who wrote (927)12/8/2005 9:22:44 AM
From: richardred  Read Replies (2) | Respond to of 7243
 
This could be a plus for Datascope!

Boston Scientific recalls artery devices
Thursday December 8, 9:14 am ET

CHICAGO (Reuters) - Boston Scientific Corp.(NYSE:BSX - News) said on Thursday it was voluntarily recalling all of its Flextome Cutting Balloon systems, products used to help cut through fatty deposits in diseased arteries, because of a malfunction that could require additional surgery.

The company said it was recalling about 40,000 devices and said the move does not affect patients who have received treatment with the recalled products.

Boston Scientific said it was working with the U.S. Food and Drug Administration and was notifying officials in other countries of the recall.

The cutting balloon system is used to open blocked arteries or vessels. It consists of an angioplasty balloon equipped with microsurgical blades that cut through fatty deposits, allowing the balloon to dilate the vessel.

The company said it started the recall because it determined the delivery catheter could separate during removal of the device. The company has received a total of eight complaints, of which three required surgery.

The recall involves the Flextome cutting balloon delivery system and the Peripheral cutting balloon microsurgical dilatation system. No other Boston Scientific cutting balloon products are affected.

The products were distributed to hospitals worldwide and the company is notifying affected hospitals.

The systems generated revenue of $13 million year to date in 2005
biz.yahoo.com



To: richardred who wrote (927)12/9/2005 12:36:51 AM
From: richardred  Respond to of 7243
 
Tyco already had a run at Bard I believe, and failed.

Cramer's 'Mad Money' Recap: It's Takeover Time

By TheStreet.com Staff
12/7/2005 7:16 PM EST

The year "2006 will be a huge year for mergers," Jim Cramer told viewers of his "Mad Money" TV show Wednesday, and he is convinced that a likely takeover target is UST (UST:NYSE - commentary - research - Cramer's Take).

UST, which makes smokeless tobacco, is a stock that no one cares about, said Cramer. Growth is virtually nonexistent for tobacco, but UST's fundamentals are improving, he said.

The company's margins are improving, and tobacco's legal problems -- not that much of a risk for smokeless tobacco -- are drying up. UST also has the flexibility to increase its already huge dividend, he said.

When a stock gets too hated and the fundamentals are getting better, a takeover "makes a lot of sense," said Cramer. He believes that R.J. Reynolds, a subsidiary of Reynolds American (RAI:NYSE - commentary - research - Cramer's Take) would be the likely acquirer and believes that a takeover could come at a 25% to 40% premium. UST closed at $38.29 Wednesday.

In response to a question about Lloyds TSB Group (LYG:NYSE - commentary - research - Cramer's Take), Cramer said Lloyds is worst of breed, and the stock is "terrible" even if it does pay a big dividend. Stick with Prudential (PRU:NYSE - commentary - research - Cramer's Take) and MetLife (MET:NYSE - commentary - research - Cramer's Take), he said.
Listen to the Bard

Medical device company C.R. Bard (BCR:NYSE - commentary - research - Cramer's Take) is also likely a takeover target, said Cramer. But, Cramer would be interested Bard even if it weren't a takeover target because it has great fundamentals and it's one of the few medical device companies not to receive a subpoena from the Department of Justice in its investigation of industry sales practices.

A takeover, which Cramer believes would happen at about $100 a share, would be the icing on the cake, he said. Bard closed Wednesday's regular session at $67.07.

Cramer said that there are too many medical device companies and that the industry is ripe for consolidation. Because of the strong dollar, which attracts foreign investment, and a low tax rate environment for stocks, "anyone who wants to do a merger deal wants to do it before these two very positive conditions evaporate," he said.

Cramer believes that the loser of the fight between Johnson & Johnson (JNJ:NYSE - commentary - research - Cramer's Take) and Boston Scientific (BSX:NYSE - commentary - research - Cramer's Take) for Guidant (GDT:NYSE - commentary - research - Cramer's Take) would be the likely buyer.

thestreet.com



To: richardred who wrote (927)6/13/2007 11:45:50 AM
From: richardred  Read Replies (1) | Respond to of 7243
 
Sold half DSCP today. Almost breakeven from original purchase price. I'll hang with remaining shares.