San Diego Business Law Blog

Netflix, known to have taken over the video rental industry with its red envelopes, now has its investors seeing red. A class-action shareholder rights lawsuit has been filed in California claiming that some of the officers and directors of Netflix disregarded its shareholder's rights by giving misleading information during most of 2011.

Specifically, the lawsuit alleges that Netflix made misleading statements about its business practices and license agreements so that its share price would be maintained at an artificially high price.

California-based Apple is said to recently have acquired Anobit Tenchnologies Ltd. for approximately $390 million. Anobit - which is based in Israel - makes a flash memory drive part used in Apple's top product, the iPhone.

Apparently, Anobit was seeking a much larger sum for its acquisition - more in the range of $500 million. The international negotiations, however, resulted in the much lower acquisition price that Apple will have to pay in the deal. Apple is not disclosing the details of the transaction, and failed to discuss the purpose or the plans for this relatively small technology company.

In recent years, there has been an increase in the acquisition of pharmaceutical companies. Bristol-Myers Squibb Co. has been one of the major players in this area of acquisitions as it has, in fact, entered into 18 such acquisition agreements since 2007.

Now, Bristol-Myers has recently agreed to purchase Inhibitex Inc., for approximately $2.5 billion in cash. Inhibitex is the second maker of hepatitis C drugs acquired in the past two months.

3M, the office supply company whose best-known products include Scotch Tape and Post-it notes, has reached an agreement to acquire the product lines of Avery Dennison Corporation for $550 million, according to new reports.

San Diego mergers and acquisitions lawyers noted from the reports that 3M will pay for the deal with cash-on-hand.

California's well known Asian fast food chain Panda Express brought in approximately $1.4 billion last year. Now, it is hoping to do for dry cleaning what it was able to do for the collection of Asian food outlets at malls and airports across the nation, and standardize the dry cleaning business to make it more profitable. They are starting a new business in partnership with cleaning industry giant Proctor & Gamble.

According to chain-venue principles, which Panda Express followed in maximizing profits for its food outlets, standardizing products and services creates consistency and dependability. The San Gabriel Valley entrepreneurs who utilized that principle for Panda Express now hope to tap into a market that is known for anything but its consistency: Dry cleaning.

Drugmaker Alexion Pharmaceuticals Inc. has reached an agreement to buy Enobia Pharma Corp. for up to $1.08 billion, bolstering Alexion's profile of treatments for genetic and rare diseases and disorders.

San Diego mergers and acquisitions attorneys note from news reports that Alexion, which is best-known for developing a treatment for a rare blood disease, will pay Enobia $610 million in up-front cash. The remaining $470 million will be withheld and paid out after Enobia achieves various regulatory and sales goals prior to completing the acquisition.

Mergers and acquisitions are common when large companies want to improve their reach and efficiencies or when entrepreneurs who start small businesses are ready to sell the business that they have created. Bank mergers and acquisitions are increasingly common in California as smaller banks try to consolidate to stay afloat in the current economy.

The most recent merger is that of Encino-based California United Bank with Anaheim-based Premier Commercial Bancorp. This merger is expected to be worth $38.1 million according to the Orange County Register. The merger was approved by both banks' boards and is California United Bank's most recent takeover since it acquired California Oaks State Bank last December.

Ventas Inc., which owns more than 1,300 properties providing senior housing and medical services, announced this week that it will acquire Cogdell Spencer Inc. at a price of between $760 million and $770 million, according to news reports.

San Diego mergers and acquisitions lawyers note from news reports that the purchase includes all 72 medical office buildings currently owned and operated by Cogdell Spencer. Cogdell's shareholders will receive $4.25 per share of common stock, a payout eight percent greater than the company's closing price on December 23.