8-KMaterial AgreementsOther EventsExhibits & Filings

BOSTON SCIENTIFIC CORP 8-K Report, Material Agreement (Oct 28, 2010)

Filed October 28, 2010For Securities:BSX

Summary

Boston Scientific Corporation (BSX) has entered into a definitive agreement to sell its Neurovascular business to Stryker Corporation for $1.5 billion in cash. The transaction, expected to close by year-end 2010, is subject to regulatory approvals and customary closing conditions. A significant portion of the proceeds, estimated to be over $500 million in gain before considering milestone payments, will be used to fund acquisitions and reduce debt. The divestiture is anticipated to dilute Boston Scientific's 2011 earnings per share by approximately four to six cents on both GAAP and adjusted bases. The company will provide transitional services and product supply to Stryker for up to 24 months post-closing. Due to ongoing involvement during this transition, the Neurovascular business will continue to be reported within continuing operations for historical periods.

Key Highlights

  • 1Divestiture of Neurovascular business to Stryker Corporation for $1.5 billion in cash.
  • 2Transaction expected to close before the end of 2010, subject to regulatory clearances.
  • 3Anticipated gain on sale exceeding $500 million before milestone payments.
  • 4Net proceeds expected to be around $1.2 billion after-tax, to be allocated to acquisitions and debt retirement.
  • 5Projected 2011 EPS dilution of approximately $0.04-$0.06 on both GAAP and adjusted bases.
  • 6Transitional services and supply agreements with Stryker for up to 24 months post-closing.
  • 7Neurovascular business to remain part of continuing operations due to ongoing involvement.

Frequently Asked Questions

Boston Scientific expects to record a gain on sale in excess of $500 million (before milestone payments) and anticipates after-tax proceeds of approximately $1.2 billion, assuming milestone achievement. These proceeds will be used for acquisitions and debt reduction. However, the divestiture is expected to dilute 2011 earnings per share by $0.04-$0.06.

The transaction is expected to close before the end of 2010, provided that all regulatory clearances are received and other customary closing conditions are satisfied.

Boston Scientific will provide transitional services and supply products to Stryker for approximately 24 months following the closing. Due to this continuing involvement, the Neurovascular business's historical financial results will remain within continuing operations.

The company plans to allocate roughly half of the net proceeds to future acquisitions and the remainder to the retirement of pre-payable debt.