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Apple, Cash Kings Poised to Follow J&J's Tax-Dodging Mega Deal

NEW YORK (TheStreet) - After Johnson & Johnson (JNJ) surprised investors and analysts in June by finding a way to structure its $19.7 billion acquisition of Swiss medical device maker Synthes as a tax coup, other corporations with cash stockpiled abroad may repeat the model.

A wide range of cash-rich companies across the tech, drug and energy sectors, and most notably Apple (AAPL), are poised to follow Johnson & Johnson's strategy of parlaying foreign cash into domestic stock purchases to fund tax-avoiding deals for foreign companies.

"We continue to believe that there is a 'window of opportunity' for large, multinational companies to pursue similar transactions," wrote RBC Capital Markets analyst Glenn Novarro in a Thursday note assessing the impact of Johnson & Johnson's Synthes acquisition. Companies in the e-commerce, software, and semiconductor sectors with high foreign cash stockpiles, intellectual property and profit margins may be among the best positioned to follow J&J, notes Novarro.

With the help of bankers JPMorgan Chase (JPM) and Goldman Sachs (GS), Johnson & Johnson used a $12.9 billion stock swap between its Irish subsidiary, Janssen Pharmaceuticals, and JPMorgan and Goldman Sachs to minimize its U.S. tax bill on the deal, which is the largest acquisition in its 126-year history.

Instead of repatriating foreign earnings held in Ireland through a taxable dividend, as the Internal Revenue Service established in 2011, J&J structured the stock swap to utilize its non-U.S. earnings.

In addition, the share swap involving the foreign affiliate allowed the world's largest drug company to avoid issuing new shares to finance its Synthes deal, allowing the merger to add to earnings per share as opposed to an initial forecast of share dilution. J&J has raised its 2012 earnings per share forecast by five cents and by 15 cents for 2013 earnings, after previously forecasting EPS dilution of up to 22 cents.

The key is that J&J's move, which tax expert Robert Willens called "brilliant," is not likely to be seen as a dividend paid from J&J's foreign operations to its core U.S. business, headquartered in New Brunswick, N.J.

The move sparked a change of opinion from analysts about the benefits of the acquisition and Johnson & Johnson's shares, which had underperformed the Dow Jones Industrial Average in the 12 months prior to the acquisition's June close. Shares have rallied almost 10% since and are hovering near 12-month highs.

Novarro's cash-rich likely acquirer list includes Apple, Dell (DELL), Abbott Laboratories (ABT), IBM (IBM), Microsoft (MSFT), Oracle (ORCL), Cisco (CSCO), Celgene (CELG) and energy players Devon Energy (DVN) and National-Oilwell Varco (NOV).

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