DealBook: Compuware Rejects Elliott's $2.3 Billion Bid

11:46 a.m. | Updated

Compuware said on Friday that its board had rejected a $2.3 billion takeover bid by Elliott Management, arguing that the hedge fund’s offer was too low.

Instead, the business software maker said that it was focused on its own corporate turnaround blueprint, including a three-year plan to cut costs and an effort to spin off its Covisint business communication products arm. It also unveiled plans to pay a 50-cent quarterly dividend, beginning next quarter.

Compuware said that Elliott’s offer of $11 a share, made last month, would not deliver enough value to shareholders, compared to the improvements that its self-help plan would yield.

“We believe that selling the company at $11.00 per share does not take into account our progress returning the business to profitable growth and our future prospects,” Bob Paul, the company’s chief executive, said in a statement.

The decision by Compuware sets up a potential clash with Elliott, which has managed to score some big wins in its battles with technology companies. It bid for Novell, leading the software maker to sell itself to Attachmate for $2.2 billion.

People close to Elliott have argued that the hedge fund was fully prepared to pay the $2.3 billion it had offered for Compuware. But the hedge fund also believed that private equity firms would also express interest.

Though shares in Compuware began rising after Elliott disclosed an 8 percent stake in the company in November, they have remained largely below the $11-a-share offer, implying investor skepticism about a deal being done. The stock closed on Thursday at $10.76.

Jesse Cohn, the Elliott portfolio manager overseeing the hedge fund’s bid, said in a statement: ““This is a good outcome. Compuware has granted our request for access to diligence to confirm an offer for the company. We will immediately reach out to negotiate an appropriate N.D.A. and look forward to moving quickly to engage in diligence with the help of our legal and financial advisors. We remain very interested in the company.”

Read More..

HCA Must Pay Kansas City Foundation $162 Million





HCA, the nation’s largest profit-making hospital chain, was ordered on Thursday to pay $162 million after a judge in Missouri ruled that it had failed to abide by an agreement to make improvements to dilapidated hospitals that it bought in the Kansas City area several years ago.




The judge also ordered a court-appointed accountant to determine whether HCA had actually provided the levels of charitable care that it agreed to at the time.


The ruling came in response to a suit filed in 2009 by a community foundation that was created when HCA acquired the hospitals. Among other things, the foundation was responsible for ensuring that HCA met the obligations outlined in the deal.


The dispute in Kansas City is the second time in recent years that HCA has come under legal fire from officials in communities that sold troubled nonprofit community hospitals to HCA.


In another dispute in New Hampshire in 2011, a judge ruled in HCA’s favor, deciding that Portsmouth Regional Hospital would remain part of HCA after community leaders tried to regain control. During testimony in a 2011 trial, a former hospital official claimed he had difficulties getting HCA to pay for what he and others described as critical equipment and facility upgrades.


In an e-mailed statement, a spokesman for HCA said the company was disappointed in the court’s ruling and intended to appeal. He also added that the two cases were “rare exceptions” and that the company had enjoyed positive relationships with communities across the country.


The suit is among several problems for HCA. The company disclosed last year, for example, that the United States attorney’s office in Miami had subpoenaed documents as part of an inquiry to determine whether unnecessary cardiology procedures had been performed at HCA hospitals in Florida and elsewhere. At stake in that case is whether HCA inappropriately billed Medicare and private insurers for the procedures. HCA has denied any wrongdoing.


Financially, Thursday’s judgment is a slap on the wrist for HCA, which posted net income of $360 million in just the third quarter of last year. But the ruling may reverberate beyond HCA as communities across the country put their troubled nonprofit hospitals up for sale.


In many cases, the buyers with the deepest pockets have been profit-making hospital chains that want to convert the community hospitals to profit status, typically agreeing to spend money to fix them and to maintain certain levels of charitable care in the community.


In 2011, for instance, Vanguard Health Systems, which went public that year and has as its largest shareholder the private equity firm Blackstone Group, bought eight hospitals in Detroit. As part of that deal, Vanguard Health agreed to spend $850 million over five years to fix and maintain the hospitals.


The trouble in the Kansas City area began a year after HCA acquired a dozen hospitals from Health Midwest in 2003 for $1.125 billion. As part of the deal, HCA agreed to make $300 million in capital improvements in the first two years and an additional $150 million in the following three. The hospital chain also agreed to maintain the levels of care that had been provided to low-income individuals and families in the area for 10 years.


But when the members of the Health Care Foundation of Greater Kansas City, a nonprofit created from the proceeds of the sale of the hospital, received their first report from HCA in 2004 they discovered the hospital was already way behind.


Of the $300 million it was supposed to spend in the first two years, its own documents showed it had spent only about $50 million, according to Mark G. Flaherty, one of the founding members of the foundation and its general counsel.


HCA’s reports to the foundation also indicated that the level of charitable care it provided at the system’s large inner-city hospital had fallen while charitable care provided at the more affluent suburban hospital had risen sharply, Mr. Flaherty said.


“That was a big red flag to us,” he said.


After repeatedly asking HCA executives for explanations but receiving none, the foundation sued HCA in 2009. The case went to trial for several weeks in 2011.


HCA argued in the trial that it had met its obligation to spend money on hospital facilities by building two new hospitals at a cost of hundreds of millions of dollars, rather than repairing older facilities. But Judge John Torrence of Jackson County Circuit Court ruled that the agreement called for improvements to existing hospitals.


He said HCA still owed $162 million of the $300 million it had agreed to spend between 2003 and 2005. He then named a court-appointed forensic accountant to determine whether HCA had met its other capital commitments and whether it provided the charitable care it had said it would.


HCA’s own written statements claimed “differing amounts,” the judge wrote in his ruling. One HCA report said it provided $48 million in charitable care to the area in 2009 while another report on its Web site said it provided more than $87 million. The annual report to the foundation claimed it provided $185 million in uncompensated and charity care that year, the judge wrote.


During the trial, when asked about the widely differing numbers, the president of HCA’s Midwest division and other HCA executives had no explanation.


The money will be paid to the foundation, which will use it to create grants to provide care for uninsured or underinsured families in the area. It is unclear whether the spending on improvements will occur.


Depending on what the court-appointed accountant discovers, HCA may owe even more money, said Paul Seyferth of Seyferth Blumenthal & Harris, which represents the foundation.


“We think they’re going to have a tremendously difficult time convincing anybody that they spent what they claim they spent,” Mr. Seyferth said.


Read More..

HCA Must Pay Kansas City Foundation $162 Million





HCA, the nation’s largest profit-making hospital chain, was ordered on Thursday to pay $162 million after a judge in Missouri ruled that it had failed to abide by an agreement to make improvements to dilapidated hospitals that it bought in the Kansas City area several years ago.




The judge also ordered a court-appointed accountant to determine whether HCA had actually provided the levels of charitable care that it agreed to at the time.


The ruling came in response to a suit filed in 2009 by a community foundation that was created when HCA acquired the hospitals. Among other things, the foundation was responsible for ensuring that HCA met the obligations outlined in the deal.


The dispute in Kansas City is the second time in recent years that HCA has come under legal fire from officials in communities that sold troubled nonprofit community hospitals to HCA.


In another dispute in New Hampshire in 2011, a judge ruled in HCA’s favor, deciding that Portsmouth Regional Hospital would remain part of HCA after community leaders tried to regain control. During testimony in a 2011 trial, a former hospital official claimed he had difficulties getting HCA to pay for what he and others described as critical equipment and facility upgrades.


In an e-mailed statement, a spokesman for HCA said the company was disappointed in the court’s ruling and intended to appeal. He also added that the two cases were “rare exceptions” and that the company had enjoyed positive relationships with communities across the country.


The suit is among several problems for HCA. The company disclosed last year, for example, that the United States attorney’s office in Miami had subpoenaed documents as part of an inquiry to determine whether unnecessary cardiology procedures had been performed at HCA hospitals in Florida and elsewhere. At stake in that case is whether HCA inappropriately billed Medicare and private insurers for the procedures. HCA has denied any wrongdoing.


Financially, Thursday’s judgment is a slap on the wrist for HCA, which posted net income of $360 million in just the third quarter of last year. But the ruling may reverberate beyond HCA as communities across the country put their troubled nonprofit hospitals up for sale.


In many cases, the buyers with the deepest pockets have been profit-making hospital chains that want to convert the community hospitals to profit status, typically agreeing to spend money to fix them and to maintain certain levels of charitable care in the community.


In 2011, for instance, Vanguard Health Systems, which went public that year and has as its largest shareholder the private equity firm Blackstone Group, bought eight hospitals in Detroit. As part of that deal, Vanguard Health agreed to spend $850 million over five years to fix and maintain the hospitals.


The trouble in the Kansas City area began a year after HCA acquired a dozen hospitals from Health Midwest in 2003 for $1.125 billion. As part of the deal, HCA agreed to make $300 million in capital improvements in the first two years and an additional $150 million in the following three. The hospital chain also agreed to maintain the levels of care that had been provided to low-income individuals and families in the area for 10 years.


But when the members of the Health Care Foundation of Greater Kansas City, a nonprofit created from the proceeds of the sale of the hospital, received their first report from HCA in 2004 they discovered the hospital was already way behind.


Of the $300 million it was supposed to spend in the first two years, its own documents showed it had spent only about $50 million, according to Mark G. Flaherty, one of the founding members of the foundation and its general counsel.


HCA’s reports to the foundation also indicated that the level of charitable care it provided at the system’s large inner-city hospital had fallen while charitable care provided at the more affluent suburban hospital had risen sharply, Mr. Flaherty said.


“That was a big red flag to us,” he said.


After repeatedly asking HCA executives for explanations but receiving none, the foundation sued HCA in 2009. The case went to trial for several weeks in 2011.


HCA argued in the trial that it had met its obligation to spend money on hospital facilities by building two new hospitals at a cost of hundreds of millions of dollars, rather than repairing older facilities. But Judge John Torrence of Jackson County Circuit Court ruled that the agreement called for improvements to existing hospitals.


He said HCA still owed $162 million of the $300 million it had agreed to spend between 2003 and 2005. He then named a court-appointed forensic accountant to determine whether HCA had met its other capital commitments and whether it provided the charitable care it had said it would.


HCA’s own written statements claimed “differing amounts,” the judge wrote in his ruling. One HCA report said it provided $48 million in charitable care to the area in 2009 while another report on its Web site said it provided more than $87 million. The annual report to the foundation claimed it provided $185 million in uncompensated and charity care that year, the judge wrote.


During the trial, when asked about the widely differing numbers, the president of HCA’s Midwest division and other HCA executives had no explanation.


The money will be paid to the foundation, which will use it to create grants to provide care for uninsured or underinsured families in the area. It is unclear whether the spending on improvements will occur.


Depending on what the court-appointed accountant discovers, HCA may owe even more money, said Paul Seyferth of Seyferth Blumenthal & Harris, which represents the foundation.


“We think they’re going to have a tremendously difficult time convincing anybody that they spent what they claim they spent,” Mr. Seyferth said.


Read More..

India Ink: India Rape Trial Starts With Renewed Ban on Media Coverage

The trial of five men accused in the gang rape of a 23-year-old woman in a moving bus in New Delhi is being watched closely as a symbol of India’s commitment to justice for women, but information about the ongoing court proceedings may be scarce.

As court proceedings began Thursday, the presiding judge said  there would be a blanket ban on reporting on the trial. The judge, Yogesh Khanna,  also warned defense lawyers, who have been openly speaking about the case, not to provide information about the proceedings to the press.

The five men accused in the Dec. 16 rape and murder of a physiotherapy student were ushered into the special fast-track court in South Delhi on Thursday at noon, flanked by policemen, with their faces were covered with gray woolen caps. During the two-hour court proceedings, the prosecution used the opening arguments to lay out charges against the men, which include gang rape, murder, robbery and destruction of evidence.

The police allege that the five accused men and a sixth teenager, who is being tried as a juvenile, committed a premeditated, vicious crime that included plans to kill their victim. The woman died nearly two weeks after the rape from injuries suffered during the attack, which included an assault with an iron rod. Her companion, a 29-year-old man, was also beaten, and is expected to testify  at the trial.

The court proceedings took place in room 305 of the Saket District Court complex, a small wood-paneled chamber. The next hearing will be on Monday, when the defendants’ lawyers will respond to the charges the prosecution has laid out.

Separately on Thursday, India’s Juvenile Justice Board rejected a plea that the juvenile, who according to school records is 17 years old, be tried as an adult. The petition, filed by Subramanian Swamy, president of the Janata Party, claimed that the extreme malice of the alleged actions of the juvenile showed that he was not of the “tender age and mind” of a juvenile.

Indian law requires that rape cases be held “in-camera,” allowing only those directly connected with the case to be present in the courtroom, to protect the victim’s identity, and bans publishing of information about the proceedings. The victim has not been named by the media, but her family has spoken openly to the press about her life and their willingness to let her name be used if it were for something that benefitted the public, like new legislation to protect women.

Some are agitating for the proceedings of this trial to be made public, because of the high profile nature of the case. “In this case, what is on trial is the criminal justice system — investigating agencies, the administration and the judiciary,” said Meenakshi Lekhi, a Delhi-based lawyer who has filed a petition in the Delhi High Court challenging the media ban.  The case has “brought women’s rights to the center stage of public discourse,” she said. “This would not have been possible without the media,” she said.

The High Court will hear the petition on February 13.

The new fast-track court will try only cases related to crimes against women, and once trials have started, they will not adjourn for weeks or months, as is common in other courts. Several fast-track courts have already  been set up in Delhi to hear crimes against women in the wake of the Delhi gang rape, which brought thousands of protesters to the streets demanding justice for the victim and other victims of sexual assault.

Judge Khanna ordered  Monday that all court proceedings in ths current case would take place “in camera,” allowing only those directly connected with the case to be present in the courtroom, reiterating an earlier magistrate’s order on the case. He also renewed a blanket ban Monday on the printing or publishing of any information relating to the case’s proceedings.

Defense lawyers were instructed by the court during the proceedings to “honor the spirit” of the gag order, they said, after the special public prosecutor Dayan Krishnan said he would file a petition of contempt of court if lawyers for the defendants continued to brief the media on developments.

V. K. Anand, the lawyer for Ram Singh, one of the accused, confirmed Thursday that he would now also represent Mr. Singh’s brother Mukesh. Mr. Anand and Vivek Sharma, a second lawyer for accused, told the media after Thursday’s court proceedings that they could not answer any further questions.

Read More..

Media Decoder Blog: A Resurgent Netflix Beats Projections, Even Its Own

1:51 p.m. | Updated For all those who have doubted its business acumen, Netflix had a resounding answer on Wednesday: 27.15 million.

That’s the number of American homes that were subscribers to the streaming service by the end of 2012, beating the company’s own projections for the fourth quarter after a couple of quarters of underwhelming results.

Netflix’s growth spurt in streaming — up by 2.05 million customers in the United States, from 25.1 million in the third quarter — was its biggest in nearly three years, and helped the company report net income of $7.9 million, surprising many analysts who had predicted a loss.

The results reflected just how far Netflix has come since the turbulence of mid-2011, when its botched execution of a new pricing plan for its services — streaming and DVDs by mail — resulted in an online flogging by angry customers. Investors battered its stock price, sending it from a high of around $300 in 2011 to as low as $53 last year.

“It’s risen from the ashes,” said Barton Crockett, a senior analyst at Lazard Capital Markets. “A lot of investors have been very skeptical that Netflix will work. With this earnings report, they’re making a strong argument that the business is real, that it will work.”

Investors, cheered by the results, sent Netflix shares soaring. By Thursday afternoon the shares were up more than 37 percent to $141.49.

Netflix’s fourth-quarter success was a convenient reminder to the entertainment and technology industries that consumers increasingly want on-demand access to television shows and movies. Streaming services by Amazon, Hulu and Redbox are all competing on the same playing field, but for now Netflix remains the biggest such service, and thus a pioneer for all the others.

“Our growth and our competitors’ growth shows just how large the opportunity is for Internet TV, where people get to control their viewing experience,” Netflix’s chief executive, Reed Hastings, said in a telephone interview Wednesday evening.

Questions persist, though, about whether Netflix will be able to attract enough subscribers to keep paying its ever-rising bills to content providers, which total billions of dollars in the years to come. The company said on Wednesday that it might take on more debt to finance more original programs, the first of which, the political thriller “House of Cards,” will have its premiere on the service on Feb. 1. Netflix committed about $100 million to make two seasons of “House of Cards,” one of five original programs scheduled to come out on the service this year.

“The virtuous cycle for us is to gain more subscribers, get more content, gain more subscribers, get more content,” Mr. Hastings said in an earnings conference call.

The company’s $7.9 million profit for the quarter represented 13 cents a share, surprising analysts who had expected a loss of 12 cents a share. The company said revenue of $945 million, up from $875 million in the quarter in 2011, was driven in part by holiday sales of new tablets and television sets.

Netflix added nearly two million new subscribers in other countries, though it continued to lose money overseas, as expected, and said it would slow its international expansion plans in the first part of this year.

The “flix” in Netflix, its largely forgotten DVD-by-mail business, fared a bit better than the company had projected, posting a loss of just 380,000 subscribers in the quarter, to 8.22 million. The losses have slowed for four consecutive quarters, indicating that the homes that still want DVDs really want DVDs.

On the streaming side, Netflix’s retention rate improved in the fourth quarter, suggesting growing customer satisfaction.

Asked whether the company’s reputation had fully recovered after its missteps in 2011, Mr. Hastings said, “We’re on probation at this point, but we’re not out of jail.”

He has emphasized subscriber happiness, even going so far as to say on Wednesday that “we really want to make it easy to quit” Netflix. If the exit door is well marked, he asserted, subscribers will be more likely to come back.

The hope is that original programs like “House of Cards” and “Arrested Development” will lure both old and new subscribers to the service. Those programs, plus the film output deal with the Walt Disney Company announced in December, affirm that Netflix cares more and more about being a gallery — with showy pieces that cannot be seen anywhere else — and less about being a library of every film and TV show ever made.

“They’re morphing into something that people understand,” said Mr. Crockett of Lazard Capital.

Mr. Hastings said this had been happening for years, but that it was becoming more apparent now to consumers and investors.

Mr. Hastings’s letter to investors brought up the elephant in the room, the activist investor Carl C. Icahn, who acquired nearly 10 percent of the company’s stock last October. Mr. Icahn, known for his campaigns for corporate sales and revampings, stated then that Netflix “may hold significant strategic value for a variety of significantly larger companies.”

Netflix subsequently put into place a shareholder rights plan, known as a poison pill, to protect itself against a forced sale by Mr. Icahn.

The company said on Wednesday, “We have no further news about his intentions, but have had constructive conversations with him about building a more valuable company.”

Factoring in the stock’s 30 percent rise since November and the after-hours action on Wednesday, Mr. Icahn’s stake has now more than doubled in value, to more than $700 million from roughly $320 million.

A version of this article appeared in print on 01/24/2013, on page B1 of the NewYork edition with the headline: A Resurgent Netflix Beats Projections, Even Its Own.
Read More..

Media Decoder Blog: A Resurgent Netflix Beats Projections, Even Its Own

9:12 p.m. | Updated For all those who have doubted its business acumen, Netflix had a resounding answer on Wednesday: 27.15 million.

That’s the number of American homes that were subscribers to the streaming service by the end of 2012, beating the company’s own projections for the fourth quarter after a couple of quarters of underwhelming results.

Netflix’s growth spurt in streaming — up by 2.05 million customers in the United States, from 25.1 million in the third quarter — was its biggest in nearly three years, and helped the company report net income of $7.9 million, surprising many analysts who had predicted a loss.

The results reflected just how far Netflix has come since the turbulence of mid-2011, when its botched execution of a new pricing plan for its services — streaming and DVDs by mail — resulted in an online flogging by angry customers. Investors battered its stock price, sending it from a high of around $300 in 2011 to as low as $53 last year.

“It’s risen from the ashes,” said Barton Crockett, a senior analyst at Lazard Capital Markets. “A lot of investors have been very skeptical that Netflix will work. With this earnings report, they’re making a strong argument that the business is real, that it will work.”

Investors, cheered by the results, sent Netflix shares soaring more than 35 percent in after-hours trading Wednesday. The stock had ended regular trading at $103.26.

Netflix’s fourth-quarter success was a convenient reminder to the entertainment and technology industries that consumers increasingly want on-demand access to television shows and movies. Streaming services by Amazon, Hulu and Redbox are all competing on the same playing field, but for now Netflix remains the biggest such service, and thus a pioneer for all the others.

“Our growth and our competitors’ growth shows just how large the opportunity is for Internet TV, where people get to control their viewing experience,” Netflix’s chief executive, Reed Hastings, said in a telephone interview Wednesday evening.

Questions persist, though, about whether Netflix will be able to attract enough subscribers to keep paying its ever-rising bills to content providers, which total billions of dollars in the years to come. The company said on Wednesday that it might take on more debt to finance more original programs, the first of which, the political thriller “House of Cards,” will have its premiere on the service on Feb. 1. Netflix committed about $100 million to make two seasons of “House of Cards,” one of five original programs scheduled to come out on the service this year.

“The virtuous cycle for us is to gain more subscribers, get more content, gain more subscribers, get more content,” Mr. Hastings said in an earnings conference call.

The company’s $7.9 million profit for the quarter represented 13 cents a share, surprising analysts who had expected a loss of 12 cents a share. The company said revenue of $945 million, up from $875 million in the quarter in 2011, was driven in part by holiday sales of new tablets and television sets.

Netflix added nearly two million new subscribers in other countries, though it continued to lose money overseas, as expected, and said it would slow its international expansion plans in the first part of this year.

The “flix” in Netflix, its largely forgotten DVD-by-mail business, fared a bit better than the company had projected, posting a loss of just 380,000 subscribers in the quarter, to 8.22 million. The losses have slowed for four consecutive quarters, indicating that the homes that still want DVDs really want DVDs.

On the streaming side, Netflix’s retention rate improved in the fourth quarter, suggesting growing customer satisfaction.

Asked whether the company’s reputation had fully recovered after its missteps in 2011, Mr. Hastings said, “We’re on probation at this point, but we’re not out of jail.”

He has emphasized subscriber happiness, even going so far as to say on Wednesday that “we really want to make it easy to quit” Netflix. If the exit door is well marked, he asserted, subscribers will be more likely to come back.

The hope is that original programs like “House of Cards” and “Arrested Development” will lure both old and new subscribers to the service. Those programs, plus the film output deal with the Walt Disney Company announced in December, affirm that Netflix cares more and more about being a gallery — with showy pieces that cannot be seen anywhere else — and less about being a library of every film and TV show ever made.

“They’re morphing into something that people understand,” said Mr. Crockett of Lazard Capital.

Mr. Hastings said this had been happening for years, but that it was becoming more apparent now to consumers and investors.

Mr. Hastings’s letter to investors brought up the elephant in the room, the activist investor Carl C. Icahn, who acquired nearly 10 percent of the company’s stock last October. Mr. Icahn, known for his campaigns for corporate sales and revampings, stated then that Netflix “may hold significant strategic value for a variety of significantly larger companies.”

Netflix subsequently put into place a shareholder rights plan, known as a poison pill, to protect itself against a forced sale by Mr. Icahn.

The company said on Wednesday, “We have no further news about his intentions, but have had constructive conversations with him about building a more valuable company.”

Factoring in the stock’s 30 percent rise since November and the after-hours action on Wednesday, Mr. Icahn’s stake has now more than doubled in value, to more than $700 million from roughly $320 million.

Read More..

Well: Long Term Effects on Life Expectancy From Smoking

It is often said that smoking takes years off your life, and now a new study shows just how many: Longtime smokers can expect to lose about 10 years of life expectancy.

But amid those grim findings was some good news for former smokers. Those who quit before they turn 35 can gain most if not all of that decade back, and even those who wait until middle age to kick the habit can add about five years back to their life expectancies.

“There’s the old saw that everyone knows smoking is bad for you,” said Dr. Tim McAfee of the Centers for Disease Control and Prevention. “But this paints a much more dramatic picture of the horror of smoking. These are real people that are getting 10 years of life expectancy hacked off — and that’s just on average.”

The findings were part of research, published on Wednesday in The New England Journal of Medicine, that looked at government data on more than 200,000 Americans who were followed starting in 1997. Similar studies that were done in the 1980s and the decades prior had allowed scientists to predict the impact of smoking on mortality. But since then many population trends have changed, and it was unclear whether smokers today fared differently from smokers decades ago.

Since the 1960s, the prevalence of smoking over all has declined, falling from about 40 percent to 20 percent. Today more than half of people that ever smoked have quit, allowing researchers to compare the effects of stopping at various ages.

Modern cigarettes contain less tar and medical advances have cut the rates of death from vascular disease drastically. But have smokers benefited from these advances?

Women in the 1960s, ’70s and ’80s had lower rates of mortality from smoking than men. But it was largely unknown whether this was a biological difference or merely a matter of different habits: earlier generations of women smoked fewer cigarettes and tended to take up smoking at a later age than men.

Now that smoking habits among women today are similar to those of men, would mortality rates be the same as well?

“There was a big gap in our knowledge,” said Dr. McAfee, an author of the study and the director of the C.D.C.’s Office on Smoking and Public Health.

The new research showed that in fact women are no more protected from the consequences of smoking than men. The female smokers in the study represented the first generation of American women that generally began smoking early in life and continued the habit for decades, and the impact on life span was clear. The risk of death from smoking for these women was 50 percent higher than the risk reported for women in similar studies carried out in the 1980s.

“This sort of puts the nail in the coffin around the idea that women might somehow be different or that they suffer fewer effects of smoking,” Dr. McAfee said.

It also showed that differences between smokers and the population in general are becoming more and more stark. Over the last 20 years, advances in medicine and public health have improved life expectancy for the general public, but smokers have not benefited in the same way.

“If anything, this is accentuating the difference between being a smoker and a nonsmoker,” Dr. McAfee said.

The researchers had information about the participants’ smoking histories and other details about their health and backgrounds, including diet, alcohol consumption, education levels and weight and body fat. Using records from the National Death Index, they calculated their mortality rates over time.

People who had smoked fewer than 100 cigarettes in their lifetimes were not classified as smokers. Those who had smoked at least 100 cigarettes but had not had one within five years of the time the data was collected were classified as former smokers.

Not surprisingly, the study showed that the earlier a person quit smoking, the greater the impact. People who quit between 25 and 34 years of age gained about 10 years of life compared to those who continued to smoke. But there were benefits at many ages. People who quit between 35 and 44 gained about nine years, and those who stopped between 45 and 59 gained about four to six years of life expectancy.

From a public health perspective, those numbers are striking, particularly when juxtaposed with preventive measures like blood pressure screenings, colorectal screenings and mammography, the effects of which on life expectancy are more often viewed in terms of days or months, Dr. McAfee said.

“These things are very important, but the size of the benefit pales in comparison to what you can get from stopping smoking,” he said. “The notion that you could add 10 years to your life by something as straightforward as quitting smoking is just mind boggling.”

Read More..

The Lede Blog: Clinton Testifies on Benghazi Attacks

Visit NBCNews.com for breaking news, world news, and news about the economy

The Lede is following Secretary of State Hillary Rodham Clinton’s testimony Wednesday before the House Foreign Affairs Committee about the Sept. 11, 2012, attacks on the American Consulate in the eastern city of Benghazi, Libya, that killed Ambassador Chris Stevens and three other Americans. Earlier today, she testified before the Senate Foreign Relations Committee .

At a House Committee hearing last October investigating the attack, as reported on The Lede, State Department officials and security experts who served on the ground offered conflicting assessments about what resources were requested and made available to deal with growing security concerns in Tripoli and Benghazi.

Mrs. Clinton had been scheduled to testify before Congress last month, but an illness, a concussion and a blood clot near her brain forced her to postpone her appearance.

As our colleagues Michael R. Gordon and Eric Schmitt reported, four State Department officials were removed from their posts on last month after an independent panel criticized the “grossly inadequate” security at a diplomatic compound in Benghazi.

Read More..

DealBook: Microsoft May Back Dell Buyout

The effort to take Dell private has gained a prominent, if unusual, backer: Microsoft.

The software giant is in talks to help finance a takeover bid for Dell that would exceed $20 billion, a person briefed on the matter said on Tuesday. Microsoft is expected to contribute up to several billion dollars.

An investment by Microsoft — if it comes to pass — could be enough to push a leveraged buyout of the struggling computer maker over the goal line. Silver Lake, the private equity firm spearheading the takeover talks, has been seeking a deep-pocketed investor to join the effort. And Microsoft, which has not yet made a commitment, has more than $66 billion in cash on hand.

Microsoft and Silver Lake, a prominent investor in technology companies, are no strangers. The private equity firm was part of a consortium that sold Skype, the online video-chatting pioneer, to Microsoft for $8.5 billion nearly two years ago. And the two companies had discussed teaming up to make an investment in Yahoo in late 2011, before Yahoo decided against selling a minority stake in itself.

A vibrant Dell is an important part of Microsoft’s plans to make Windows more relevant for the tablet era, when more and more devices come with touch screens. Dell has been one of the most visible supporters of Windows 8 in its products.

That has been crucial at a time when Microsoft’s relationships with many PC makers have grown strained because of the company’s move into making computer hardware with its Surface family of tablets.

Frank Shaw, a spokesman for Microsoft, declined to comment.

If completed, a buyout of Dell would be the largest leveraged buyout since the financial crisis, reaching levels unseen since the takeovers of Hilton Hotels and the Texas energy giant TXU. Such a deal is taking advantage of Dell’s still-low stock price and the abundance of investors willing to buy up the debt issued as part of a transaction to take the company private. And Silver Lake has been working with Dell’s founder, Michael S. Dell, who is expected to contribute his nearly 16 percent stake in the company to a takeover bid.

Yet while many aspects of the potential deal have fallen into place, including a potential price of up to around $14 a share, talks between Dell and its potential buyers may still fall apart.

Shares of Dell closed up 2.2 percent on Tuesday, at $13.12. They began rising after CNBC reported Microsoft’s potential involvement in a leveraged buyout. Microsoft shares slipped 0.4 percent, to $27.15.

Microsoft’s lending a hand to Dell could make sense at a time when the PC industry is facing some of the biggest challenges in its history. Dell is one of Microsoft’s most significant, longest-lasting partners in the PC business and among the most committed to creating machines that run Windows, the operating system that is the foundation of much of Microsoft’s profits.

But PC sales were in a slump for most of last year, as consumers diverted their spending to other types of devices like tablets and smartphones. Dell, the third-biggest maker of PCs in the world, recorded a 21 percent decline in shipments of PCs during the fourth quarter of last year from the same period in 2011, according to IDC.

In a joint interview in November, Mr. Dell and Steven A. Ballmer, Microsoft’s chief executive, exchanged friendly banter, as one would expect of two men who have been in business together for decades.

Mr. Dell said Mr. Ballmer had gone out of his way to reassure him that Microsoft’s Surface computers would not hurt Dell sales.

“We’ve never sold all the PCs in the world,” said Mr. Dell, sitting in a New York hotel room brimming with new Windows 8 computers made by his company. “As I’ve understood Steve’s plans here, if Surface helps Windows 8 succeed, that’s going to be good for Windows, good for Dell and good for our customers. We’re just fine with all that.”

Microsoft has been willing to open its purse strings in the past to help close partners. Last April, Microsoft committed to invest more than $600 million in Barnes & Noble’s electronic books subsidiary, in a deal that ensures a source of electronic books for Windows devices. Microsoft also agreed in 2011 to provide the Finnish cellphone maker Nokia billions of dollars’ worth of various forms of support, including marketing and research and development assistance, in exchange for Nokia’s adopting Microsoft’s Windows Phone operating system.

A version of this article appeared in print on 01/23/2013, on page B1 of the NewYork edition with the headline: Microsoft May Back Dell Buyout.
Read More..

DealBook: Allergan to Buy MAP Pharmaceuticals for $958 Million

Allergan has agreed to pay nearly $1 billion to acquire MAP Pharmaceuticals and gain full control of its experimental treatment for migraine headaches, the two companies announced Tuesday night.

The purchase price of $25 a share in cash is a 60 percent premium over MAP’s closing price on Tuesday of $15.58 a share. The deal, valued at $958 million in total, suggests that Allergan has considerable faith that MAP’s new migraine treatment will win regulatory approval from the Food and Drug Administration by the agency’s deadline of April 15.

The two companies said the deal had been unanimously approved by the boards of both companies and was expected to close in the second quarter.

Allergan already had the rights to help market the migraine drug, known as Levadex, in the United States and Canada, but after an acquisition it would have control of all the profits and costs globally.

Allergan is most known for Botox, a form of the botulinum toxin, which is used for cosmetic purposes as well as medical ones, including the treatment of chronic migraines with the goal of reducing the frequency of headaches. By contrast, Levadex is meant to treat migraines after they occur, making it complementary to Botox, Allergan said.

Levadex is actually a new form of an old drug, known as dihydroergotamine, or DHE, which has been used to treat severe migraine attacks for decades. DHE is typically given by intravenous infusion, requiring patients to get to a hospital at a time when many would rather remain in a dark quiet room.

Levadex, by contrast, is breathed into the lungs using an inhaler similar to one used for asthma, allowing people to use it at home.

The F.D.A. declined to approve Levadex last March, though MAP said the rejection was related to manufacturing and questions about use of the inhaler, not the safety and efficacy of the drug. It resubmitted its application, with additional data and answers to questions from the F.D.A., in October.

Levadex would be the first approved product for MAP, which is based in Mountain View, Calif.

Allergan said that if Levadex is approved by April, the transaction would dilute earnings by about 7 cents a share in 2013 and add to earnings in the second half of 2014.

Allergan was advised by Goldman Sachs and the law firm Gibson, Dunn & Crutcher. MAP was advised by Centerview Partners and the law firm Latham & Watkins.

Read More..