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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, 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): August 19, 2019

 

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware 1-11083 04-2695240
(State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification no.)

 

300 Boston Scientific Way, Marlborough, Massachusetts 01752-1234
(Address of principal executive offices) (Zip code)

 

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:

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock, $0.01 par value per share   BSX   New York Stock Exchange

 

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.    

 
     

 

 

ITEM 2.03.    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

Boston Scientific Corporation (“Boston Scientific”) submitted a borrowing request for $2.0 billion to be funded on August 19, 2019, under its Term Loan Credit Agreement with the lenders from time to time party thereto, and Barclays Bank PLC as administrative agent, consisting of a $1.0 billion two-year delayed draw term loan credit facility and a $1.0 billion three-year delayed draw term loan credit facility. The funds from the drawdown will be used to partially finance Boston Scientific’s acquisition of BTG plc (“BTG”), as described below. Borrowings under the two-year delayed draw term loan credit facility will mature two years from the date of the closing of the BTG acquisition and borrowings under the three-year delayed draw term loan credit facility will mature three years from the date of the closing of the BTG acquisition. For more information regarding the Term Loan Credit Agreement, see Items 1.01, 2.03 and 9.01 in Boston Scientific’s Form 8-K filed with the Securities and Exchange Commission on December 21, 2018, which includes such agreement as Exhibit 10.3. Such description and exhibit are incorporated in this Item 2.03 by reference.

 

ITEM 8.01.    Other Events.

 

On August 19, 2019, Boston Scientific, BTG and Bravo Bidco Limited (“Bidco”), an indirect wholly-owned subsidiary of Boston Scientific, issued an announcement on the London-based Regulatory News Service (“RNS”), announcing that the previously announced scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006, as amended (the “Scheme”) has become effective in accordance with its terms. Pursuants to the Scheme, Bidco has acquired the entire issued share capital of BTG.

 

On August 19, 2019, Boston Scientific also issued a press release, disclosing that BTG has become a wholly-owned subsidiary of Boston Scientific and BTG shares no longer trade on the London Stock Exchange. Under the terms of the Scheme, holders of BTG common shares will receive 840 pence in cash per ordinary share of BTG that they hold.

 

Additionally, Boston Scientific announced that in due course, it expects to complete the previously announced sale of its global embolic microspheres portfolio—comprised of Embozene®, Embozene TANDEM® and ONCOZENE™ brands—to Varian Medical Systems, Inc., a transaction entered into in connection with obtaining the antitrust clearances required to effect the Scheme.

 

Copies of the aforementioned RNS announcement and press release are attached as Exhibit 99.1 and Exhibit 99.2, respectively, and are 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 and press release included as Exhibit 99.1 and Exhibit 99.2, respectively, 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.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “estimate,” “intend” and similar words.  These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance.  These forward-looking statements include, among other things, statements regarding the financial impact of the BTG transaction, the closing of the divestiture of our microspheres business, our business plans, regulatory approvals, product development and product performance and impact.  If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements.  These factors, in some cases, have affected and in the future (together with other factors) could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the statements expressed in this document.  As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements. 

 

Factors that may cause such differences include, among other things: future economic, competitive, reimbursement and regulatory conditions; new product introductions; demographic trends; intellectual property; litigation; financial market conditions; and future business decisions made by us and our competitors.  All of these factors are difficult or impossible to predict accurately and many of them are beyond our control.  For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item 1A – Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A – Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file hereafter.  We disclaim any intention or obligation to publicly update or revise any forward-looking statements to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements.  This cautionary statement is applicable to all forward-looking statements contained in this document.

 

ITEM 9.01.     Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No. Description
   
99.1 RNS Announcement, dated August 19, 2019
99.2 Press Release issued by Boston Scientific, dated August 19, 2019
104 Cover Page Interactive Data File (embedded within the Inline XBRL 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.

                        

                                

 

 
         
Date:  August 19, 2019 BOSTON SCIENTIFIC CORPORATION  
         
    By: /s/ Vance R. Brown  
      Vance R. Brown  
      Vice President and Chief Corporate Counsel  

 

 

 



 

 

 

 

 

 

 

 


Exhibit 99.1

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

19 August 2019

RECOMMENDED CASH OFFER

for

BTG PLC

(BTG)

by

BRAVO BIDCO LIMITED

(Bidco)

 

a newly incorporated indirect wholly-owned subsidiary of Boston Scientific Corporation (Boston Scientific)

intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act

Scheme becomes Effective

On 20 November 2018, the Boards of Boston Scientific, Bidco and BTG announced that they had reached agreement on the terms of a recommended cash offer by Bidco for the acquisition of the entire issued and to be issued ordinary share capital of BTG (the Acquisition). As outlined in that announcement, the Acquisition is to be effected by means of a scheme of arrangement under part 26 of the Companies Act (the Scheme). On 28 February 2019, the Scheme was approved by the Scheme Shareholders at the Court Meeting.

Boston Scientific, Bidco and BTG are pleased to announce that all the Conditions set out in the scheme document dated 24 January 2019 (the Scheme Document) have been satisfied or waived and the Scheme has today become Effective in accordance with its terms. This follows the Court’s sanction of the Scheme at the Court Hearing held on 15 August 2019.

Scheme Shareholders’ cash consideration under the terms of the Acquisition will be settled or despatched, or, in the case of any Scheme Shareholder that holds Scheme Shares in uncertificated form (that is, in CREST), Euroclear UK & Ireland Limited will be instructed to create an assured payment obligation (provided that Bidco shall be entitled to settle or despatch cash consideration to any Scheme Shareholder that holds Scheme Shares in CREST if, for any reason, Bidco wishes to do so), by no later than 2 September 2019.

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.

Suspension and cancellation of listing and trading

The listing of BTG Shares on the premium listing segment of the Official List and the admission to trading of BTG Shares on the London Stock Exchange’s Main Market were suspended with effect from 7.30 a.m. (London time) on 19 August 2019.

BTG further announces that the listing of BTG Shares on the premium listing segment of the Official List and the admission to trading of BTG Shares on the London Stock Exchange’s Main Market will each be cancelled with effect from 8.00 a.m. (London time) on 20 August 2019.

  1   

 

Director resignations

 

BTG further announces that, with effect from the date of this announcement (being the Effective Date), Dame Louise Makin, Duncan Kennedy, Dr. Susan Foden, Graham Hetherington, Ian Much, Jim O’Shea, Gregory Barrett, Anne Thorburn and Richard Wohanka have resigned as directors of BTG.

 

Enquiries:  

BTG

Andy Burrows (Vice President, Corporate & Investor Relations)

+44 20 7575 1741

 

Goldman Sachs International (joint financial adviser to BTG)

Anthony Gutman

Nimesh Khiroya

Søren Moller-Rasmussen

+44 20 7774 1000

J.P. Morgan Cazenove (joint financial adviser

and joint corporate broker to BTG)

James Mitford

Dwayne Lysaght

Alex Bruce

+44 20 7742 4000

Rothschild & Co (joint financial adviser to BTG)

Richard Murley

Dominic Hollamby

Julian Hudson

+44 20 7280 5000

Deutsche Bank AG (joint corporate broker to BTG)

Neil Collingridge

Anna Mills

+44 20 7545 8000

FTI Consulting (PR adviser to BTG)

Ben Atwell

+44 20 3727 1000

Bidco / Boston Scientific

Susie Lisa (Investor Relations)

+1 (508) 683-5565

Barclays (financial adviser to Bidco and Boston Scientific)

Doug Solomon

Jed Brody

Derek Shakespeare

+44 20 7623 2323

 

Important notices relating to Financial Advisers

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for BTG and no one else in connection with the Acquisition and any other matters referred to in this Announcement and will not be responsible to anyone other than BTG for providing the protections afforded to such financial advisory clients of Goldman Sachs International, or for providing advice in connection with Acquisition or any matters referred to in this Announcement.

  2   

 

 

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove), is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. J.P. Morgan Cazenove is acting as financial advisor exclusively for BTG and no one else in connection with the Acquisition and any other matters referred to in this Announcement and will not be responsible to anyone other than BTG for providing the protections afforded to such financial advisory clients of J.P. Morgan Cazenove, or for providing advice in relation to the Acquisition or any matter referred to in this Announcement.

N M Rothschild & Sons Limited (Rothschild & Co), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for BTG and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than BTG for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to the Acquisition or any other matter referred to in this Announcement. Neither Rothschild & Co nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with the matters referred to in this Announcement, or otherwise.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and Financial Conduct Authority. Details about the extent of its authorisation and regulation by the Prudential Regulation Authority, and regulation by the FCA, are available on request or from www.db.com/en/content/eu_disclosures.htm. Deutsche Bank AG, acting through its London branch (Deutsche Bank) is acting as Corporate Broker to BTG plc and no other person in connection with this Announcement or any of its contents. Deutsche Bank will not be responsible to any person other than BTG plc for providing any of the protections afforded to clients of Deutsche Bank, nor for providing any advice in relation to the matters set out in this Announcement. Neither Deutsche Bank nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Bank in connection with the matters set out in this Announcement, any statement contained herein or otherwise.

Barclays Bank PLC, acting through its investment bank (Barclays), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Boston Scientific and Bidco and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Boston Scientific and Bidco for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Acquisition or any other matter referred to in this Announcement.

Further Information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to the Acquisition in any jurisdiction in contravention of any applicable laws.

This Announcement does not constitute a prospectus or prospectus-equivalent document.

This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

  3   

 

 

Overseas jurisdictions

The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens or nationals of jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore, any persons not resident in the United Kingdom and/or who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal and regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

The Acquisition will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction and no person may vote in favour of the Acquisition by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

The receipt of cash pursuant to the Acquisition by BTG Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each BTG Shareholder is urged to consult their independent professional adviser regarding the tax consequences of the Acquisition applicable to him.

This Announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement has been prepared in accordance with the laws of jurisdictions outside England and Wales.

Further details in relation to BTG Shareholders in overseas jurisdictions are contained in the Scheme Document.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

 

4


Exhibit 99.2

 

 

 

boston scientific CLOSES ACQUISITION OF BTG plc.

 

 

MARLBOROUGH, Mass., August 19, 2019 – Boston Scientific Corporation (NYSE: BSX) today announced the completion of its acquisition of BTG plc. (LSE:BTG) pursuant to the previously announced scheme of arrangement. BTG develops and commercializes products used in minimally-invasive procedures targeting cancer and vascular diseases, as well as specialty pharmaceuticals.

 

BTG has three key businesses, the largest of which is its highly-differentiated Interventional Medicine portfolio that encompasses interventional oncology therapeutic technologies for patients with liver and kidney cancers, as well as a vascular portfolio for treatment of deep vein thrombosis, pulmonary embolism, deep venous obstruction and superficial venous disease.

 

“The addition of the BTG Interventional Medicine portfolio reinforces our category leadership strategy and enables us to offer best-in-class technologies, unparalleled clinical evidence and a strengthened commercial infrastructure to support physicians treating some of the most challenging diseases impacting patient health around the world,” said Mike Mahoney, chairman and chief executive officer, Boston Scientific. “Leveraging the employee talent and clinical and commercial expertise of these two high-performing organizations will generate continued innovation and access so that we may advance patient care in ways that neither company could do alone.”

 

In addition to the Interventional Medicine product lines, the BTG portfolio also includes a specialty pharmaceutical business comprised of acute care antidotes to treat overexposure to certain medications and toxins, and a licensing business that receives royalties related to BTG intellectual property and product license agreements.

 

Upon the effectiveness of the scheme of arrangement, BTG became a wholly-owned subsidiary of Boston Scientific, and BTG shares no longer trade on the London Stock Exchange. Under the terms of the previously announced transaction, holders of BTG common shares will receive 840 pence in cash per share.

 

Boston Scientific expects to complete the previously announced sale of its global embolic microspheres portfolio – comprised of Embozene®, Embozene TANDEM® and ONCOZENE™ brands – to Varian Medical Systems, Inc. in due course, a transaction entered into in connection with obtaining the antitrust clearances required to complete the BTG transaction.

 

In addition, the company is initiating a process to explore the divestiture of the royalty stream associated with BTG’s Zytiga® licensing arrangements and anticipates closing this divestiture by the end of 2019.

 

The transaction is expected to be immaterial to adjusted earnings per share in 2019 as a result of the BTG transaction closing later than originally anticipated, the divestiture of the Boston Scientific embolic microspheres portfolio, and the treatment of the licensing business as an asset for accounting purposes and its intended divestiture. The transaction is expected to be four to five cents accretive in 2020 on an adjusted basis, and increasingly accretive thereafter. On a GAAP basis, the transaction is expected to be less accretive, or more dilutive as the case may be, due to amortization expense and acquisition-related net charges.

 

     

 

 

About Boston Scientific

Boston Scientific transforms lives through innovative medical solutions that improve the health of patients around the world. As a global medical technology leader for 40 years, we advance science for life by providing a broad range of high-performance solutions that address unmet patient needs and reduce the cost of healthcare. For more information, visit www.bostonscientific.com and connect on Twitter and Facebook.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “estimate,” “intend” and similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. These forward-looking statements include, among other things, statements regarding the financial impact of the BTG transaction, the closing of the divestiture of our microspheres business, our business plans, regulatory approvals, product development and product performance and impact. If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements. These factors, in some cases, have affected and in the future (together with other factors) could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the statements expressed in this press release. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.

 

Factors that may cause such differences include, among other things: future economic, competitive, reimbursement and regulatory conditions; new product introductions; demographic trends; intellectual property; litigation; financial market conditions; and future business decisions made by us and our competitors. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item 1A – Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A – Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statements to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this document.

 

Use of Non-GAAP Financial Measures

To supplement our consolidated financial statements presented on a GAAP basis, we disclose certain non-GAAP financial measures, including adjusted net income and adjusted net income (earnings) per share that excludes certain charges and/or credits, such as amortization expense and acquisition-related net charges (credits). These non-GAAP financial measures are not in accordance with generally accepted accounting principles in the United States and should not be considered in isolation from or as a replacement for the most directly comparable GAAP financial measures. Further, other companies may calculate these non-GAAP financial measures differently than we do, which may limit the usefulness of those measures for comparative purposes. For further information regarding our non-GAAP measures, see Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations in our most recent Annual Report on Form 10-K, which we may update in Quarterly Reports on Form 10-Q we have filed or will file hereafter.

 

 

CONTACTS:

 

Trish Backes

Media Relations

Boston Scientific Corporation

(651) 582-5887 (office)

trish.backes@bsci.com

 

Susie Lisa, CFA

Investor Relations

Boston Scientific Corporation

(508) 683-5565 (office)

BSXInvestorRelations@bsci.com