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Boston Scientific cleared to buy Guidant

/ Source: The Associated Press

Boston Scientific Corp. on Thursday won antitrust clearance from the Federal Trade Commission to acquire medical devices maker Guidant Corp., a $27 billion deal the companies hope to conclude Friday, three weeks later than they initially expected.

The FTC voted 4-0, with one member recusing herself, to consent to conditions imposed on the deal by the commission staff in an agreement announced April 6. The approval also clears the way for a related third-party deal involving Abbott Laboratories Inc.

Boston Scientific has said the FTC's conditions did not require substantial changes to the deal the Natick-based company reached in January to end a nearly two-month bidding war for Guidant with Johnson & Johnson.

The combined company is expected to surpass Fridley, Minn.-based Medtronic Inc. as the world's largest maker of cardiovascular devices.

To satisfy concerns that the combined company could command too great a share of the market for heart stents, Boston Scientific agreed before the regulatory reviews to sell a piece of Guidant's business, including its drug-coated stents, to Abbott Labs. The North Chicago, Ill.-based company will pay $4.1 billion in cash, provide a $900 million loan to Boston Scientific and acquire $1.4 billion in Boston Scientific stock — a stake it is required to sell within 30 months.

The FTC also set conditions on an option Boston Scientific has to purchase Cameron Health Inc., a San Clemente, Calif. company developing an implantable defibrillator. One condition restricts Boston Scientific's access to information about Cameron that's not available to the investing public.

In imposing restrictions on a deal that will give Boston Scientific entry into the implantable defibrillator market, the FTC noted that three companies — Medtronic, Guidant and St. Jude Medical Inc. — account for more than 98 percent of the $1.8 billion U.S. market. The FTC said those companies "have been the only significant competitors in the market for more than a decade."

Besides adding Guidant's defibrillators and pacemakers, Boston Scientific hopes its Guidant purchase will diversify a product line that has largely depended on the Taxus drug-coated stent to drive profits.

The company won antitrust clearance from European regulators on April 11. Shareholders of Boston Scientific and Indianapolis-based Guidant overwhelmingly approved their companies' transaction March 31 — the day the companies had initially hoped to close the deal following regulatory clearances.

In outbidding J&J, Boston Scientific agreed to pay Guidant shareholders nearly $4.5 million a day in interest for each day after March 31 that the acquisition fails to close. If the deal closes on Friday as expected, Boston Scientific will pay an additional $95 million.