Charles H. Johnson & Associates announces investigation of the merger between LivaNova plc (formerly Cyberonics, Inc.) and Sorin S.p.A.

MINNEAPOLIS, March 22, 2016 -- Charles H. Johnson & Associates announces that it has begun an investigation into the merger/inversion of LivaNova plc (formerly Cyberonics, Inc, a Delaware corporation, “Cyberonics”) and Sorin, S.p.A (“Sorin”), pursuant to which Cyberonics moved its corporate domicile from Delaware to the United Kingdom.  On September 24, 2015, Cyberonics announced that its shareholders had approved the merger.

The acquisition was structured as a “tax inversion” to substantially lower Cyberonics’ tax rate on its foreign earnings by replacing the U.S. tax rates to which its foreign earnings were subject with the much lower United Kingdom tax rate. 

Because it was structured as an inversion, the merger was treated as taxable to Cyberonics shareholders as it was considered a sale by Cyberonics shareholders of their shares, rather than a tax-free exchange as is typically the case in such transactions.  Many Cyberonics shareholders who had held their stock for more than a year were forced to pay federal taxes at rates of 15% to 30% on their gains, in addition to state taxes. 

The investigation is looking into whether the Cyberonics Board of Directors adequately represented the interests of Cyberonics’ shareholders in connection with the Sorin acquisition and, if not, whether such failure constituted a breach of fiduciary duty by the Cyberonics Board of Directors and whether Cyberonics or others aided and abetted such breach or violated other laws.

If you held Cyberonics stock and were subject to capital gains or other taxes due to the Sorin  acquisition, or have any questions concerning this notice or your rights with respect to this matter, please contact:

            Jonathan R. Mencel, Esq. ([email protected])
            Law Offices of Charles H. Johnson, P.A.
            2599 Mississippi Street
            New Brighton, MN  55112
            (651) 633-5685