Troubled Deals

Developments

Pending

Guidant Gets competing offer from Boston Scientific
Sovereign - Independence Proxy fight

Renegotiated deals

Guidant - Johnson & Johnson Pacemaker recall (cut 17%)
Hibernia - Capital One Hurricane Katrina (cut 9%)
Riggs - PNC Financial Banking violations (cut 17.5%)
Rent.com - eBay Buyer stock decline - Amicable

Terminated deals

Inamed - Medicis Competing offer
IMS Health - VNU Buyer shareholder objections
School Specialty LBO financing
King Pharma - Mylan Labs Proxy fight - Seller restatement
Holly - Frontier Oil Toxic torts - Delaware decision
Monolithic System - Synopsys Patent litigation
Titan - Lockheed Martin FCPA Violations

Closed on original terms

Macromedia - Adobe Seller restatement
Metris - HSBC SEC Wells notice
Eyetech -OSI Competitor's clinical trial
Intelsat Lost telecom satellites
IBP -Tyson Business decline - Delaware decision

MAC - MAE opinions

Holly wins $1 from Frontier Oil (Del Ch 2005)
Tyson ordered to close IBP acquisition (Del Ch 2001)

Guidant / Johnson & Johnson Pacemaker Recall

Boston Scientific wins bidding for Guidant

GDT accepts BSX's superior proposal

BSX offer of $80 per GDT share is 13% better than J&J
GDT terminates its agreement with J&J
BSX and GDT sign merger agreement
Joint press release 1.25.06
GDT press release 1.25.06

J&J gets $705 million break-up fee

J&J statement 1.25.06

Follows GDT expanding its pacemaker recall 1.23.06

Boston Scientific makes a superior proposal

Boston Scientific offers $80 1.17.06

Tops J&J deal of $71 per share by 13%
Tops original J&J offer of $76 per share
- Which was cut to $63 following pacemaker recall
BSX press release
BSX slide presentation
BSX stock chart GDT stock chart

GDT's board finds it a superior proposal 1.17.06

GDT press release

J&J calls BSX offer "highly diluted and leveraged" 1.17.06

J&J press release

ISS recommends against J&J deal 1.20.06

J&J looked to have won bidding for Guidant

J&J had struck new deal to acquire GDT for $71 per share

Joint press release 1.13.06

After Boston Scientific boosted its bid to $73 per share

Press release 1.11.06

After J&J first increased its offer by $4 to $68.06

To counter competing Boston Scientific bid of $72
Press release 1.11.06

GDT shareholder meeting on J&J deal was set for 1.31.06

2nd meeting to approve revised J&J deal terms

Original J&J deal was approved in April 2005

GDT mails proxy statement 12.29.05

Guidant was to be combined with J&J's Cordis subsidiary
to form a larger cardiovascular device unit

Deal renegotiated after pacemaker recall
Merger consideration cut by 17%

After buyer asserted a material adverse change
After seller sued buyer to force a closing

GDT stock chart

GDT jumped from $58.00 to $62.50 on settlement

GDT CEO resigns effective 11.15.05
Slide presentation 11.15.05
Guidant gets FDA warning letter 12.27.05

J&J deal was threatened over pacemaker recall

Guidant recalls 50,000 implanted pacemakers 6.17.05
Follows New York Times expose alleging
failure to disclose problems with pacemakers
FDA gives recall highest priority 7.01.05
NY Attorney General brings suit 11.03.05

J&J - GDT sparred over material adverse change

GDT response 10.19.05
JNJ invokes material adverse change 11.02.05
GDT sues to force JNJ to close 11.07.05

Guidant shareholder approval had triggered
vesting of equity compensation plans

Shareholder approval deemed a "change of control"
for purposes of equity compensation plans

See Merger update 5.09.05
Interests of Guidant management

Class action lawsuits filed:

Schatz & Nobel, PC 7.01.05
Weitz and Luxenberg PC
Include allegations that insiders have been
selling large amounts of Guidant stock,
including sales by Guidant CEO
Complaint (Yeroushalmi)
Complaint (Manning)

GDT got competing offer from Boston Scientific

14% premium to renegotiated J&J offer

BSX approached GDT during J&J renegotiation
See Guidant - Boston Scientific

J&J stands pat

Press release 12.06.05
J&J deal represents "full and fair value"
Deal FAQs 12.06.05

J&J files Form S-4 amendment 12.06.05

Original J&J deal terms

$23.9 billion, stock and cash

$30.40 cash plus $45.60 of J&J common stock,
subject to a collar
$76.00 per Guidant share

Merger consideration summary
Guidant (Indiana); J&J (New Jersey)
Reverse triangular merger

Revised J&J deal terms

$19.0 billion, stock and cash

$33.25 cash plus 0.493 J&J share, per GDT share
$63.08 per GDT share

17% reduction
Subject to GDT shareholder approval
Press release 11.15.05
Press release 11.15.05
Form 8-K
Form 8-K

Advisors

GDT: J.P. Morgan / Morgan Stanley / Skadden Arps

J&J: Goldman / Cravath

Announced 12.15.04

Agreements

Merger agreement

Notable terms

Reverse subsidiary merger
Pricing formula (collar) - §2.01(c)
Waiver of Indiana anti-takeover statute
Representations re: medical devices
No-shop covenant - §4.02
Roll-over of stock options - §5.04
Break-up fee: $750 million (3.1%) - §5.06(b)
Definition of "material adverse change" - §8.03(c)

Amended merger agreement 11.14.05
Settlement agreement 11.14.05
Shareholder rights plan
Target adopted a shareholder rights plan
in connection with J&J merger agreement

Amendment #1 11.14.05

Charter amendment

Proxy solicitation

Target shareholders approve 4.27.05

Final proxy statement 3.23.05

Form S-4 Amendment #1 3.23.05
Form S-4 2.16.05

Fairness opinions

Seller: JPMorgan Securities

Proxy statement disclosure
Opinion
Fee is "significantly" contingent; amount undisclosed

Seller: Morgan Stanley

Proxy statement disclosure
Opinion
"Customary fees"; amount undisclosed

Interim communications

S-4 effective 3.24.05
Target shareholder vote scheduled 3.23.05
Slide presentation 2.24.05
Foreign income repatriation 1.27.05

School Specialty LBO Financing

Proposed LBO by Bain Capital was terminated

Underwriters of senior note financing backed out

Banc of America / JP Morgan / Deutsche Bank

Followed disappointing August - September results and concerns about future performance
Led to LBO sponsor backing out 10.26.05

Financing covenants
Also see Merger agreement - §7.02 and §5.11(a)

Later, Michael Dell vehicle takes 8.5% position

Schedule 13D 11.07.05

SCHS stock chart

Advisors

Bain: Ropes & Gray
SCHS: Morgan Stanley / Franzoi & Franzoi
Committee: Sidley Austin

Announced 5.31.05

Terminated 10.26.05

Deal terminated

Form 8-K

Update 10.07.05

Form 8-K
Financing termination 10.02.05

Press release 10.03.05

Agreements

Proxy solicitation

Proxy statement supplement 8.23.05
Definitive proxy statement 7.19.05

Table of contents

Preliminary proxy statement 6.28.05

Interim communications

Riggs National / PNC Financial Bank Secrecy Act Violations

PNC acquires DC-based banking company

Deal renegotiated after Riggs pled guilty to violating
Bank Secrecy Act for failing to comply with anti-money laundering rules

Before deal was struck, PNC was aware that Riggs had been fined and was subject to ongoing investigation

Merger consideration cut by 17.5%
Counsel:

PNC: Wachtell Lipton
Riggs: Sullivan & Cromwell

Deal renegotiated 2.10.05

PNC to pay $20.00 per share
Press release

Riggs sues PNC for anticipatory breach 2.07.05

PNC sought to lower price from $24.25 per share to $19.32
Allegations detailed in Riggs' complaint
Riggs press release
Complaint

Riggs guilty of Bank Secrecy Act violation 1.27.05

Pleads guilty; Agrees to pay $16 million fine
Riggs press release
Plea agreement
Comptroller consent order

Announced 7.16.04

Interim communications

Conditions to closing disclosure 8.11.04
Riggs' Form 10-Q details legal proceedings 11.09.04
Riggs anticipates a closing in 1Q 2005 11.18.04

Agreements

Monolithic System / Synopsys Patent Litigation

Buyer terminated two-step merger

Target dropped lawsuit after start of trial in Delaware Chancery
Target keeps contractual $10 million termination fee

Press release 2.23.04
Parties announce deal
Merger agreement 2.23.04
Provides for two-step merger
Schedule TO 3.22.04
Target letter to stockholders 3.22.04
First step tender offer commenced
Form 8-K 4.20.04
89% tendered
MoSys earnings release 5.06.04
Notes developments in patent litigation
MoSys 10-Q 5.10.04
Details Synopsys sending termination notice
Parties settle after start of trial