Becton Dickinson to Acquire C. R. Bard for $24 Billion
Becton Dickinson (“BD”) recently announced an agreement to acquire C.R. Bard for $24 billion in cash and stock. The transaction remains subject to regulatory and shareholder approvals, but is expected to close in the fall of 2017.
Both BD and Bard are century-old (BD was founded in 1897 and Bard was founded in 1907) medical device companies based in northern New Jersey. Bard offers devices for vascular medicine, urology, oncology and surgery, whereas BD provides syringes and infusion products, including those for diabetes management, and products for collecting and transporting diagnostic specimens. According to BD, Bard will expand BD’s focus on the treatment of disease states beyond diabetes to include peripheral vascular disease, urology, hernia and cancer.
The agreement to acquire Bard follows BD’s 2015 acquisition of San Diego-based CareFusion Corp. for $12 billion. The acquisition of CareFusion expanded BD’s product offerings to include devices used for administering and managing medication. Regarding its acquisition of Bard, Vincent Forlenza, Chairman and chief executive officer of BD states:
Combining with Bard will accelerate our ability to offer more comprehensive, clinically relevant solutions to customers and patients around the globe…We expect the transaction to contribute meaningfully to BD’s plans for revenue growth and margin expansion, and generate outstanding value both near- and long-term for shareholders.
Additionally, BD says the acquisition of Bard which registered approximately 500 products internationally in 2016 will accelerate the company’s growth in emerging markets outside of the U.S., including $1 billion in annual revenue in China. Tim Ring, Bard’s chairman and chief executive officer explains that: “our fast-growing portfolio in emerging markets can significantly benefit from their well-established international commercial infrastructure.”
Federal Circuit Issues an Opinion in 40 year Dispute over “Gore-Tex” Blood Vessel Graft Patent
(January 13, 2015) The United States Court of Appeals for the Federal Circuit affirmed a lower court’s finding that W.L. Gore & Associates, Inc. (“Gore”) willfully infringed U.S. Patent No. 6,436,135 (“the ’135 patent”) . The ’135 patent, entitled “Prosthetic Vascular Graft,” states that its invention relates to vascular prostheses fabricated from highly expanded polytetrafluoroethylene [ePTFE].” According to the opinion, ePTFE is sold by Gore under the brand name “Gore-Tex®.” Figure 3 from the ‘135 patent is illustrated below:
According to the opinion, the dispute over the ’135 patent began with the filing of the 1974 patent application from which the ’135 patent issued – twenty-eight years later. The opinion states that during the pendency of the patent application, there was a dispute over inventorship between, inter alia, Peter Cooper, a Gore employee who assigned his rights to Gore, and Dr. David Goldfarb, who assigned his rights to C. R. Bard, Inc. (“Bard”). The opinion also notes that the patent office awarded the patent to Dr. Goldfarb and the patent issued in August 2002.
The opinion indicates that in 2003, Bard Peripheral Vascular, Inc. (“BPV”) and Dr. Goldfarb filed a complaint against Gore for infringement of the ’135 patent, and a jury found the ’135 patent valid and that Gore willfully infringed. After a lengthy procedural history, including three prior Federal Circuit decisions, the Federal Circuit affirmed a finding of willful infringement.
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