8-KEarnings & ResultsMaterial AgreementsOther Events+1

BOSTON SCIENTIFIC CORP 8-K Report, Material Agreement (Feb 17, 2015)

Filed February 17, 2015For Securities:BSX

Summary

Boston Scientific Corporation (BSX) has entered into a significant Settlement Agreement with Johnson & Johnson, resolving a legal dispute concerning Guidant Corporation's alleged breach of a merger agreement. This agreement involves a total payment of $600 million by Guidant to Johnson & Johnson, structured in two installments: $300 million within 10 days and another $300 million within 60 days of the agreement date (February 13, 2015). In exchange, Johnson & Johnson will dismiss its claims against Guidant with prejudice and has agreed not to pursue patent infringement actions related to specific stent products. This settlement represents a material financial commitment for Boston Scientific, impacting its cash flow and potentially its financial statements. Investors should note that the agreement also includes provisions preventing Boston Scientific and its affiliates from initiating or assisting in patent infringement proceedings against Johnson & Johnson concerning the S.M.A.R.T.® stent product line. The company has disclosed the expected financial impact through a press release.

Key Highlights

  • 1Boston Scientific (via its subsidiary Guidant) entered into a Settlement Agreement with Johnson & Johnson on February 13, 2015.
  • 2The agreement resolves all claims related to Johnson & Johnson's complaint alleging Guidant breached its merger agreement.
  • 3Guidant will pay Johnson & Johnson a total of $600 million, payable in two installments ($300 million within 10 days and $300 million within 60 days).
  • 4Johnson & Johnson will dismiss its legal action against Guidant with prejudice.
  • 5Boston Scientific and its affiliates are restricted from initiating patent infringement proceedings against Johnson & Johnson for specific stent products (S.M.A.R.T.® line).
  • 6The company issued a press release on February 17, 2015, detailing the settlement and its expected financial impact.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce that Boston Scientific Corporation, through its subsidiary Guidant Corporation, has entered into a material definitive agreement – a Settlement Agreement with Johnson & Johnson to resolve ongoing litigation.

Boston Scientific's subsidiary, Guidant, is committed to paying Johnson & Johnson a total of $600 million. This amount is structured as $300 million due within 10 days of the settlement date (February 13, 2015) and an additional $300 million due within 60 days of the settlement date.

The settlement restricts Boston Scientific and its affiliates from commencing, or assisting third parties in commencing, proceedings against Johnson & Johnson or its affiliates for patent infringement related to Johnson & Johnson's S.M.A.R.T.®, S.M.A.R.T.® Control®, and S.M.A.R.T.® Flex stent products. This provides Johnson & Johnson with a degree of protection for these specific products.

The filing states that a press release (Exhibit 99.1) was issued on February 17, 2015, which discloses the expected financial impact of the settlement. Investors should refer to this press release for further financial details.