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Barr Shares Jump on Patent Dispute Win
Securities | 2008/03/04 07:28
Shares of Barr Pharmaceuticals Inc. jumped Tuesday as Wall Street predicted the drug developer would gain more revenue from generic sales of the birth-control pill Yasmin following a patent dispute victory.

The stock gained $3.80, or 8.3 percent, to $49.47 in midday trading. The shares have traded between $45.41 and $58.38 over the last 52 weeks, and are off 14 percent since the start of the year.

The patent dispute stretches back to 2005, when Barr asked the Food and Drug Administration to approve a generic version of Berlex and Schering AG's Yasmin. The companies then sued Barr. Germany-based Bayer AG bought Schering in 2006, becoming Bayer Schering Pharma AG, and inherited the ongoing lawsuit.

The Yasmin patent loss is part of a wider movement by generic drug developers to chip away at lucrative patents before they expire. Yasmin had sales of about $570 million in 2007. Other large generic drug companies, including Teva Pharmaceutical Industries Ltd. and Mylan Inc. are embroiled in their own Paragraph IV, or patent challenges, with big pharma.

Bayer has not yet said whether it will appeal the U.S. District Court for the District of New Jersey's ruling, which holds that the patent is invalid because it is obvious. However, the company has said it continues to retain exclusive distribution rights in the U.S. until March 2009.

Barr did not include sales of generic Yasmin in its 2008 guidance and stands to benefit as it will likely launch a generic version of in 2008, several analysts said.

"Despite a likely appeal, we believe that upon final approval, Barr will risk a launch to bolster a 2008 earnings outlook that was lackluster without patent wins," said Citi Investment Research analyst Andrew Swanson, reaffirming a "Hold" rating and upgrading his price target to $57 from $55.

He said Barr would face only a low risk of losing an appeal, citing prior case law, and added the decision could even effect the patent for Bayer's birth-control pill Yaz, which is a low-dose version of Yasmin.

Cowen and Co. analyst Ken Cacciatore reaffirmed a "Neutral" for Barr and said generic Yasmin sales could add between $80 million and $100 million to revenue in 2008 and then between $110 million and $140 million in 2009

"Given the lack of likely meaningful additional competition due to the difficult nature in manufacturing oral contraceptives, we believe that generic Yasmin should remain fairly stable for the following years thereafter," he said, in a note to investors.

Meanwhile, Goldman Sachs analyst Randall Stanicky and Banc of America analyst Frank H. Pinkerton reaffirmed "Buy" ratings for Barr.



Visa IPO Could Be Largest in US History
Securities | 2008/02/25 08:32
Visa Inc. said Monday its initial public offering could raise up to $19 billion — making it the largest in U.S. history — even though the credit card processor is entering the market at a difficult time.

The San Francisco-based credit card processor expects to see high demand for its stock, despite the housing-led credit squeeze that is threatening consumers' spending and their ability to keep up with debt payments.

But Visa, like its public rival MasterCard Inc., is a card processor, not a lender, and has a strong presence in other countries where many people are just starting to use plastic instead of cash. And Visa is the largest U.S. card company by market share — its transactions, in number and dollar amount, in 2006 outpaced those at MasterCard and American Express Co.

Visa said in a Securities and Exchange Commission filing it will offer 406 million shares at $37 to $42 per share. There will be an option for underwriters to buy an extra 40.6 million shares to cover any excess demand.

The Visa IPO, even if it prices at the low end of the estimated range, would surpass the $10.6 billion AT&T Wireless raised in 2000 when it went public. And if demand is strong enough, it could be almost as big as the two largest past deals combined — AT&T's offering and Kraft Foods' $8.7 billion offer in 2001.

Visa would follow MasterCard from being a privately held interest to a publicly traded company. MasterCard raised $2.39 billion in its IPO nearly two years ago.

At a midpoint price, Visa could raise about $15.6 billion, or more than $17 billion if underwriters exercise their option to buy the entire lot of 40.6 million shares. Even at the low-end price of $37 a share, Visa would raise about $15 billion.

Shares of MasterCard have risen fivefold since going public and are now trading at more than $203 each. But Visa's offer comes at a time of ebbing appetite for new shares. MasterCard shares have fallen more than 5.5 percent since the beginning of the month.

Visa made its initial IPO filing in June with the SEC. The shares will be listed with the New York Stock Exchange under the ticker V.

Visa will be the last of the major U.S. card companies to go public. Discover Financial Services LLC became publicly traded last July, and since then has seen its shares tumble. But Discover, like American Express, is a true card lender. The responsibility for Visa and MasterCard cardholders' debt, in contrast, is held by the banks that issue them.

For their most recent quarters, MasterCard posted a huge increase in profit while AmEx reported a 10 percent drop in earnings and Discover posted a loss.

A successful Visa IPO would be a boon for member banks including Citigroup Inc., Bank of America Corp. and JPMorgan Chase & Co., which have suffered big credit losses and are gearing up for more as consumer credit deteriorates.

More than $10 billion of the IPO's proceeds will go to the member banks. The rest will go toward Visa's legal costs and general corporate purposes.

Visa boasts the world's biggest retail electronic payments network. According to its filing, as of Sept. 30, banks and other customers said they had issued 1.5 billion Visa cards — which since 2006 have been advertised through the slogan, "Life Takes Visa."

The latest Nilson Report on card companies said that in 2006, Visa had 44 percent of the U.S. market share in cards and 48 percent of the U.S. market share in debit cards.

Visa said it intends to pay shareholders an annual dividend of 42 cents a share.



SEC settles case vs. Charlotte investment adviser
Securities | 2008/02/22 08:16

The Securities and Exchange Commission has settled its civil case against Vincent Lenarcic Jr., a Charlottean accused of investment-adviser fraud. Lenarcic has been ordered to pay $808,274 in restitution, but that payment will be deemed satisfied if Lenarcic pays restitution in a parallel criminal case. Lenarcic consented to the order without admitting or denying any of the allegations of the SEC's complaint.

The SEC contended Lenarcic committed securities and investment-adviser fraud in connection with the sale of securities held by Fundamental Growth Investors. The complaint alleged that from June 2000 to December 2003, Lenarcic misappropriated at least $807,000 by selling securities in Fundamental Growth's account and misappropriating the proceeds.



Ex-Refco Chief Faces Civil Fraud Charges
Securities | 2008/02/20 08:45

The Securities and Exchange Commission filed civil fraud charges on Tuesday against Phillip R. Bennett, former chief executive of the commodities broker Refco Inc., days after he pleaded guilty to criminal charges in a scheme to mask the company’s financial health. The lawsuit, filed in Federal District Court in Manhattan, contends that Mr. Bennett orchestrated a plan to hide hundreds of millions of dollars owed to Refco by a private entity he controlled and to use practices that artificially inflated Refco’s results.

The complaint seeks a permanent injunction and civil penalties against Mr. Bennett, as well as the surrender of ill-gotten gains. A lawyer for Mr. Bennett did not immediately return a phone call seeking comment on Tuesday.

Late Friday, Mr. Bennett, 59, pleaded guilty to a 20-count criminal indictment, including charges of conspiracy, securities fraud, bank fraud and making false filings with the S.E.C. Mr. Bennett, a British citizen, faces life in prison on the criminal charges under federal sentencing guidelines.

In his guilty plea last week, he admitted to concealing the fraud from the company’s auditors and investors and from the buyout firm Thomas H. Lee Partners, which bought a stake in Refco in 2004 and has been sued on accusations that it did not follow up on red flags at the company.

Mr. Bennett has been free on $50 million bail since shortly after his arrest in 2005 and is restricted to his home in New Jersey, where he is subject to electronic monitoring.

Refco sought bankruptcy protection in 2005, soon after the company announced it had discovered $430 million in debt owed to a private entity controlled by Mr. Bennett.

Mr. Bennett was expected to go to trial on the criminal charges next month, along with two other former Refco executives, Robert C. Trosten and Tone N. Grant. Prosecutors said last week that they intended to proceed with the trial against Mr. Trosten, who was chief financial officer, and Mr. Grant, the former president. Both have denied wrongdoing.

Joseph P. Collins, a longtime lawyer for Refco, also is separately facing criminal charges in the matter.

Santo C. Maggio, Refco’s former executive vice president, pleaded guilty to criminal charges in December and agreed to forfeit $23 million. Mr. Maggio, who has long been cooperating with prosecutors, is expected to testify at any criminal trials in the matter.






Text of SEC Chair's Remarks to Congress
Securities | 2008/02/14 05:07

Text of Securities and Exchange Commission Chairman Christopher Cox's opening remarks to the Senate Banking Committee on Thursday, as provided by the SEC:

Chairman Dodd, Senator Shelby, and Members of the Committee: Thank you for the opportunity to update you on the work of the Securities and Exchange Commission in light of recent market events. Beginning last summer, U.S. and overseas markets have been roiled by the deterioration of credit and liquidity conditions in the U.S. residential mortgage market, especially the subprime portion of that market. As mortgage delinquencies rose, other financial instruments tied to the value of those mortgages declined in value, placing pressure on large financial institutions — both those that had packaged and marketed these securities and those that had purchased them based, at least in part, on the high credit ratings. The resulting large losses for some market participants, the concern in the markets about the future performance of a range of complex structured finance instruments, and the more generalized concern about the effects on credit markets overall have led to a more risk-averse environment, and have contributed to a slowdown in the rate of the nation's economic growth.

For the SEC, these recent market difficulties have posed a number of challenges. In addressing them, the Commission has worked closely with the other members of the President's Working Group on Financial Markets — including Secretary Paulson and Chairman Bernanke, who are testifying with me here today. We have also worked closely with our international regulatory counterparts, a reflection of the global impact that the U.S. market events have had, and the increasingly interconnected nature of today's worldwide capital markets.

The Commission's priorities in using the powers within our jurisdiction are to protect investors, keep our markets healthy and vibrant, and promote capital formation. Given the scope and complexity of the issues connected to the problems in the subprime securities market, the Commission's efforts in this area have involved nearly every major SEC division and office, and every area of emphasis — including monitoring systemic risk, guarding against market abuses, and clarifying the application of accounting rules concerning the restructuring of mortgages. To coordinate the efforts of all of the Commission's Divisions and Offices, Erik Sirri, the Director of the Division of Trading and Markets, is leading an agency-wide Task Force composed of senior leadership from each of the relevant disciplines within the SEC.



Court rules in favor of employer in trade secret case
Securities | 2008/02/07 05:20

Trade secrets are trade secrets, even if they're tucked away in the memory of a former employee, the Ohio State Supreme Court has ruled in a dispute involving a Westerville company.

The state's highest court Wednesday unanimously affirmed an earlier judgment that Al Minor & Associates Inc. was right in taking a former worker to court over the issue of trade secrets ownership. The Westerville business sued Robert E. Martin in 2003 after he had solicited 15 clients following a split with the company to start his own management firm. Martin contacted several of Minor & Associates' clients, relying on his recollection, and eventually signed them with his business.

Martin hadn't signed noncompete or trade secrets nondisclosure agreements when he left the business, but Minor & Associates argued before a Franklin County court that his actions constituted a violation of state trade secret laws. Martin's lawyer argued that because the information wasn't in the form of a physical list or obtained through "studied memorization," it was exempt from the rules.

Martin was fined $25,973 when the court ruled in favor of Minor & Associates but he took the case to the 10th District Court of Appeals. The appellate court affirmed the lower court's ruling but passed the dispute on to the state Supreme Court because it conflicted with a decision in a different district on the same issue.

In the ruling this week, authored by Justice Terrence O'Donnell, the high court said protected information doesn't lose its status just because it isn't in a tangible form. State law defines the nature of a trade secret but doesn't specify if casually memorized information is excluded - and it could have, the court ruled.

"We are not in a position to read such language into the statute," O'Donnell wrote.



SEC to review its Qwest lawsuit
Securities | 2008/02/05 02:13

Federal regulators agreed Monday to review and perhaps streamline their civil fraud lawsuit against former Qwest executives so the allegations would not involve the company's secret business dealings with clandestine government agencies.

During a federal court hearing, Securities and Exchange Commission attorney Polly Atkinson said the bulk of the charges against former Chief Executive Officer Joe Nacchio and four others rely on historical data, not prospective government contracts.

However, she agreed to review the lawsuit at U.S. Magistrate Craig Shaffer's request. Shaffer gave the SEC 30 days for the review.

The judge's comments came as he considered a request from the Justice Department to prohibit the release of material related to secret Qwest negotiations, arguing that it would jeopardize national security.

The SEC has said the defendants' actions allowed Denver-based Qwest Communications International Inc. to improperly report approximately $3 billion in revenue that helped clear the way for its 2000 acquisition of the regional phone company U S West. The revenue was later restated.

The classified government material at issue is based on Nacchio's claims that Qwest would be in line for lucrative business contracts that gave him hope for the telecom's financial future.

Federal law restricts the public release of classified information. Nacchio's attorneys never brought up the classified information during his criminal trial last year when he was convicted of insider trading.

Nacchio was convicted of 19 counts of insider trading relating to $52 million worth of stock sales in 2001. He was sentenced in July to six years in prison but remains free on appeal.

The SEC case mirrors many of the issues that arose during Nacchio's criminal trial, charging the five men with concealing the amount of money from one-time sales of network capacity that was used to meet revenue targets.

Besides Nacchio, the defendants are former finance chief Robert Woodruff, former President Afshin Mohebbi and former accountants James Kozlowski and Frank T. Noyes.



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