Current Report Filing (8-k)
July 02 2019 - 6:39AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
W
ashington
, DC 20549
FORM
8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(
d
) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 2, 2019
BOSTON SCIENTIFIC
CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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1-11083
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04-2695240
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(State or other jurisdiction of incorporation)
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(Commission file number)
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(IRS employer identification no.)
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300 Boston
Scientific Way, Marlborough, Massachusetts
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01752-1234
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code:
(508) 683-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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BSX
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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ITEM 8.01.
Other Events.
On July 2, 2019, further to the previously announced recommended cash offer (the “
Acquisition
”), to acquire the entire issued and to be issued ordinary share capital of BTG plc (“
BTG
”)
by Bravo Bidco Limited, an indirect wholly-owned subsidiary of Boston Scientific Corporation (“
Boston Scientific
”), BTG and Boston Scientific issued an
announcement on the London-based Regulatory News Service (“
RNS
”), disclosing that Boston Scientific signed an agreement for the sale of its existing
drug-eluting and bland embolic microsphere business (including ONCOZENE
TM
, EMBOZENE
TM
and EMBOZONE TANDEM
TM
) to Varian Medical Systems, Inc.
The sale is subject to the
satisfaction or waiver of customary closing conditions, including consummation of the Acquisition, and is expected to close immediately after completion of the Acquisition.
A copy of the aforementioned RNS announcement is attached as Exhibit 99.1 and is incorporated herein by reference;
provided, however, that information on or connected to our website or the website of any third-party hyperlinked from or referenced in the RNS announcement included as Exhibit 99.1 to this Current Report on Form 8-K is expressly not incorporated by
reference into or intended to be filed as a part of this Current Report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Further Information
This Form 8-K is not intended to and does not constitute or form part of any offer to sell or subscribe
for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise nor will there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable laws. The Acquisition will be implemented pursuant to the terms of the document sent to shareholders of BTG on January 24, 2019, which sets out the full details of the court-sanctioned scheme of
arrangement under Part 26 of the United Kingdom Companies Act 2006, as amended (the “
Scheme Document
”), and contains the full terms and conditions of the
Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
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Date:
July 2, 2019
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BOSTON SCIENTIFIC CORPORATION
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By:
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/s/ Vance R. Brown
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Vance R. Brown
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Vice President and Chief Corporate Counsel
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