Zimmer-Biomet Deal May Be Hampered By Bribery Allegations
July 28, 2016 at 4:25 p.m.
By Staff Report-
Earlier this year, Goldman Sachs and a group of private equity firms agreed to sell Biomet to Zimmer for $13.35 billion. The two medical device makers are both headquartered in Warsaw.
According to the article, “But suspected acts of bribery thousands of miles away may have complicated that deal — and raised larger questions about the way prosecutors mete out justice for big corporations, according to confidential documents reviewed by The New York Times and interviews with lawyers briefed on the matter.”
Biomet is suspected of helping to bribe government officials in Mexico and Brazil, according to the confidential documents, which have not been previously reported, the NYT reports. An email from an anonymous whistle-blower laid bare the problems in Brazil, reporting that distributors Biomet had hired to sell its orthopedic devices were “paying kickbacks” to government doctors.
The fate of Biomet’s merger now hinges partly on the outcome of bribery investigations by the Justice Department and the Securities and Exchange Commission, the Times reports. A separate 2012 federal case accused Biomet of foreign bribery. Although Biomet disclosed the thrust of its problems to Zimmer before striking the deal — and neither company has shown signs of abandoning it — an unexpectedly steep penalty for Biomet could alter the price of the deal, the Times story says.
“Behind the scenes in Washington, Biomet’s lawyers have opened talks to settle the investigation, according to the lawyers briefed on the matter, who were not authorized to discuss the case. And to safeguard the deal, which is set to close in the first quarter of 2015, Biomet asked the government to resolve the investigation promptly,” the story reports.
Even as the Justice Department investigates Biomet employees, a steep fallout for the company seems unlikely, the Times reports. “According to the lawyers briefed on the matter, the Justice Department has discussed the possibility of reaching a so-called deferred prosecution agreement with Biomet that would withhold criminal charges in exchange for certain concessions. Under that plan, prosecutors would impose criminal charges only on Biomet’s Brazilian and Mexican subsidiaries,” the story says.
It is unclear how Biomet’s merger will factor into the government’s case, if at all. Biomet, Zimmer, the S.E.C. and the Justice Department declined to comment.
Regardless of how the Biomet investigation concludes, Zimmer’s hands may be largely tied. Biomet disclosed the investigation to Zimmer upfront. Unless those representations were well off base, the deal will remain on track, the New York Times article states.
Still, the repeat nature of Biomet’s crime could expose it to stiffer-than-expected federal penalties, which may prompt Zimmer to seek a price cut, the article states.. For example, if prosecutors suddenly demand that Biomet and its subsidiaries plead guilty to criminal charges, they might set off a temporary ban on Biomet’s participation in federal health care programs, a blow that could sour Zimmer on the deal.
Biomet was taken private in 2007, when Goldman’s buyout arm, the Blackstone Group, Kohlberg Kravis Roberts and TPG Capital together paid $11.4 billion. The company has done relatively well under private ownership, though it did not turn a profit until its most recent fiscal year, the article states.
The proposed sale to Zimmer offers the company’s Wall Street owners a chance to cash out. Zimmer has agreed to pay $10.35 billion in cash and $3 billion in stock.
More on the story can be found on the New York Times website at http://dealbook.nytimes.com/2014/12/23/inquiry-into-foreign-bribes-at-biomet-hangs-over-13-billion-merger/?_r=0[[In-content Ad]]
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Earlier this year, Goldman Sachs and a group of private equity firms agreed to sell Biomet to Zimmer for $13.35 billion. The two medical device makers are both headquartered in Warsaw.
According to the article, “But suspected acts of bribery thousands of miles away may have complicated that deal — and raised larger questions about the way prosecutors mete out justice for big corporations, according to confidential documents reviewed by The New York Times and interviews with lawyers briefed on the matter.”
Biomet is suspected of helping to bribe government officials in Mexico and Brazil, according to the confidential documents, which have not been previously reported, the NYT reports. An email from an anonymous whistle-blower laid bare the problems in Brazil, reporting that distributors Biomet had hired to sell its orthopedic devices were “paying kickbacks” to government doctors.
The fate of Biomet’s merger now hinges partly on the outcome of bribery investigations by the Justice Department and the Securities and Exchange Commission, the Times reports. A separate 2012 federal case accused Biomet of foreign bribery. Although Biomet disclosed the thrust of its problems to Zimmer before striking the deal — and neither company has shown signs of abandoning it — an unexpectedly steep penalty for Biomet could alter the price of the deal, the Times story says.
“Behind the scenes in Washington, Biomet’s lawyers have opened talks to settle the investigation, according to the lawyers briefed on the matter, who were not authorized to discuss the case. And to safeguard the deal, which is set to close in the first quarter of 2015, Biomet asked the government to resolve the investigation promptly,” the story reports.
Even as the Justice Department investigates Biomet employees, a steep fallout for the company seems unlikely, the Times reports. “According to the lawyers briefed on the matter, the Justice Department has discussed the possibility of reaching a so-called deferred prosecution agreement with Biomet that would withhold criminal charges in exchange for certain concessions. Under that plan, prosecutors would impose criminal charges only on Biomet’s Brazilian and Mexican subsidiaries,” the story says.
It is unclear how Biomet’s merger will factor into the government’s case, if at all. Biomet, Zimmer, the S.E.C. and the Justice Department declined to comment.
Regardless of how the Biomet investigation concludes, Zimmer’s hands may be largely tied. Biomet disclosed the investigation to Zimmer upfront. Unless those representations were well off base, the deal will remain on track, the New York Times article states.
Still, the repeat nature of Biomet’s crime could expose it to stiffer-than-expected federal penalties, which may prompt Zimmer to seek a price cut, the article states.. For example, if prosecutors suddenly demand that Biomet and its subsidiaries plead guilty to criminal charges, they might set off a temporary ban on Biomet’s participation in federal health care programs, a blow that could sour Zimmer on the deal.
Biomet was taken private in 2007, when Goldman’s buyout arm, the Blackstone Group, Kohlberg Kravis Roberts and TPG Capital together paid $11.4 billion. The company has done relatively well under private ownership, though it did not turn a profit until its most recent fiscal year, the article states.
The proposed sale to Zimmer offers the company’s Wall Street owners a chance to cash out. Zimmer has agreed to pay $10.35 billion in cash and $3 billion in stock.
More on the story can be found on the New York Times website at http://dealbook.nytimes.com/2014/12/23/inquiry-into-foreign-bribes-at-biomet-hangs-over-13-billion-merger/?_r=0[[In-content Ad]]
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