Boston Scientific
(NYSE:BSX) will appeal a court order requiring it to complete its $275 million purchase of Channel Medsystems.
On Dec. 10. 2019, a Delaware chancery court judge ordered Boston Scientific to finish the merger. In a lawsuit filed in September 2018, Channel claimed that Boston Scientific spiked the deal over a former Channel employee’s scheme to embezzle nearly $3 million from the women’s health company.
Emeryville, Calif.-based Channel Medsystems developed Cerene, a cryogen-based endometrial ablation system designed to treat heavy menstrual bleeding that won CE Mark approval in the European Union in June 2017. The company has raised at least $47.6 million in a series of funding rounds that included Boston Scientific, which acquired a 20% stake for $20.6 million spread over two funding rounds.
In November 2017, the companies agreed to a deal that would have seen Boston acquire the remaining 80% for $275 million if Cerene won FDA approval by Sept. 30, 2019, according to the lawsuit, but by May 2018, the agreement had foundered in the wake of the embezzlement scheme. Federal prosecutors charged former quality assurance VP Dinesh Shankar with six counts of mail fraud in April 2018. Shankar pleaded guilty to one count of mail fraud and was sentenced in February to spend 33 months in prison and to pay $2.6 million in restitution.
Channel was unaware that some of the documents Shankar falsified were contained in Channel’s submissions to the FDA seeking approval of the Cerene device, according to the December chancery court order. The FDA allowed Channel to fix the documents and approved Cerene in April 2018.
Boston Scientific accused Channel Medsystems of fraudulently inducing it into the deal and breaching the agreement. Channel then sued to enforce the buyout, claiming that Shankar’s theft didn’t affect Channel’s pivotal trial or impede its bid for pre-market approval from the FDA.
The case now heads to the Delaware Supreme Court.
