Bernard Gordon, who founded medical imaging giant Analogic Corp. (NSDQ:ALOG) in 1964, is accusing the company of deliberately interfering with acquisitions of his new firm, NeuroLogica Corp.
In a lawsuit filed in the U.S. District Court for Massachusetts, NeuroLogica and co-plaintiffs Gordon and two other NeuroLogica executives accuse Analogic of seeking to prevent another, un-named company from acquiring NeuroLogica in a bid to force a below-market buyout in its own favor.
The dispute began last summer, when Danvers, Mass.-based NeuroLogica hired an investment bank to broker a sale. Analogic got wind of "the efforts of various competing entities" to buy NeuroLogica, according to court documents, and "announced that it was ‘investigating’ a diverse range of unlawful conduct allegedly committed by NeuroLogica and its senior officers and directors."
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"For several months, NeuroLogica responded to various Analogic inquiries and shared voluntarily with Analogic a constellation of materials (including various Analogic public securities filings and Analogic board meeting minutes and notes) which conclusively dispute Analogic’s allegations," according to the documents. "Undissuaded, Analogic continued its ‘investigation,’ culminating in the recent assertion that Analogic should purchase NeuroLogica at a substantial ‘discount’ due to NeuroLogica’s alleged legal violations. Alternatively, Analogic demanded that NeuroLogica pay millions of dollars to Analogic, and grant to Analogic a substantial part of any consideration paid upon the sale of NeuroLogica."
Calling the lawsuit threat a "pretext," the plaintiffs claim that the strategy "has successfully frozen NeuroLogica’s effort to sell the company."
"When NeuroLogica disclosed to its intended acquirer Analogic’s threat of high-stakes litigation against the company and its senior executives, the acquirer refused to go forward with the agreed-upon transaction – thus causing enormous financial damage to NeuroLogica and its shareholders."
Analogic said it raised its concerns that "its intellectual property and other rights had been violated" with NeuroLogica before the lawsuit was filed.
"Analogic believes that NeuroLogica has violated Analogic’s rights and that the lawsuit is completely without merit," according to a press release.
The lawsuit seeks a jury trial, damages, interest, legal fees and triple damages for willful misconduct.
DR Systems names Cerner, 15 others in patent suit
A patent infringement lawsuit filed by DR Systems Inc. accuses Cerner Corp. and 15 other firms of violating a patent for its picture archive and communications system.
Each defendant’s infringement occurred with knowledge of the patent, willfully and deliberately, according to the lawsuit, filed in the U.S. District Court for Southern California.
"Each defendant has not taken adequate and necessary steps to avoid infringement. Instead, each defendant has continued to infringe the … patent in an objectively reckless manner, with complete disregard of DR System’s rights," San Diego-based DR Systems claims in the suit.
The defendants include Avreo Inc., Candelis Inc., Cerner Corp., CoActiv LLC, Connect Imaging Inc., Computer Programs & Systems Inc., iCRco Inc., Infinitt North America Inc., MedWeb California LLC, PenRad Technologies Inc., Radiology Information Systems Inc., RamSoft USA Inc., Sectra North America Inc., Thinking Systems Corp., Visage Imaging Inc. and Visus USA LLC.
B. Braun crows over Terumo win
B. Braun Medical Inc., the U.S. subsidiary of the German medical device giant, won a permanent injunction in a patent infringement case against Japanese rival Terumo Corp. (TYO:4543).
The U.S. District Court for Delaware decision bars Terumo’s U.S. arm from selling its Surshield Safety IV Catheter in the acute care market and from bidding against B. Braun on expiring group purchasing organization contracts, according to a press release.
"Terumo will be permitted to continue selling the Surshield Safety IV Catheter into the alternative care market until June 1, 2012, after which it cannot make, sell, use or offer the Surshield Safety Catheter in the U.S.," according to the release. "B. Braun will seek damages and other relief for Terumo’s infringement."
The company said its win follow another from November 2010 "confirming the validity of an infringed claim" for its a patent covering its Introcan Safety IV Catheter."