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In Brief: Johnson & Johnson/Cordis

This article was originally published in The Gray Sheet

Executive Summary

Johnson & Johnson/Cordis: J&J announces Oct. 27 that it has filed an amended complaint against Cordis seeking removal of Cordis' poison pill after details of the shareholder rights plan were revealed in a public filing Oct. 26. "The poison pill antitakeover measures provides that even if the Cordis shareholders vote to remove and replace the current Board of Directors in a consent solicitation, only the Directors who were removed can redeem the poison pill," J&J says, adding that the provision "is clearly invalid under Florida law." On Oct. 24, J&J said it "is requesting that Cordis Corporation set a record date as soon as possible" with respect to its pursuit of written consent from Cordis shareholders to replace members of Cordis' board with new members who will approve the $105-per-share stock merger it proposed Oct. 19, the same day it launched a hostile $100-per- share cash tender offer ("The Gray Sheet" Oct. 23, p. 3)...

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