What is the primary purpose of this 8-K filing?

This 8-K filing announces Boston Scientific Corporation's entry into a material definitive agreement for the acquisition of Axonics, Inc. It details the terms of the merger, including the cash consideration, treatment of outstanding Axonics equity awards, and conditions for closing the transaction.

How much is Boston Scientific paying for Axonics, and how will Axonics shareholders be compensated?

Boston Scientific will pay $71.00 in cash for each share of Axonics common stock. Outstanding stock options, restricted stock awards (RSAs), and performance stock units (PSUs) of Axonics will also be canceled and converted into cash payments, with the amount determined based on the $71.00 per share consideration and any applicable exercise prices or vesting conditions.

What are the key conditions for the merger to be completed?

The completion of the merger is contingent upon several factors, including: (i) approval by Axonics stockholders, (ii) obtaining necessary regulatory approvals (including antitrust clearance under the Hart-Scott-Rodino Act), (iii) the absence of any governmental orders prohibiting the merger, and (iv) customary conditions such as the accuracy of representations and warranties and the absence of material adverse effects on Axonics.

Are there any circumstances under which the deal might not close, or either party could incur a termination fee?

Yes, the merger agreement includes termination rights for both parties. Axonics may be required to pay a $75 million termination fee under specific circumstances, such as terminating the agreement to accept a superior proposal. Boston Scientific may be required to pay a $140 million termination fee if the merger is terminated due to failure to obtain required antitrust approvals, provided certain other conditions are met. The agreement also outlines conditions for fiduciary outs and board recommendation changes for Axonics.

BSX 8-K: Material Agreements

01—Abstract

Summary

Summary of the 8-K filed January 8, 2024. Cited figures are marked; the original filing is the authoritative source.

Boston Scientific Corporation (BSX) has announced a definitive agreement to acquire Axonics, Inc. through a merger agreement entered into on January 8, 2024.

Under the terms of the agreement, Axonics shareholders will receive $71.00^a in cash for each share of common stock, and outstanding Axonics stock options, restricted stock awards, and performance stock units will be canceled and converted into cash payments based on the $71.00 per share consideration. This acquisition is a significant strategic move for Boston Scientific, aiming to expand its offerings in the medical technology space. The transaction is subject to customary closing conditions, including Axonics stockholder approval, regulatory approvals (such as Hart-Scott-Rodino antitrust clearance), and the absence of any material adverse effects on Axonics.

The merger agreement includes provisions for customary representations, warranties, and covenants, as well as defined termination rights and associated fees for both parties, outlining potential scenarios for deal termination and financial consequences. The company has cautioned investors that forward-looking statements regarding the transaction's impact, timing, and benefits are subject to risks and uncertainties.

02—Key points

Key Highlights

Boston Scientific (BSX) to acquire Axonics, Inc. via merger agreement.
Cash consideration for Axonics shareholders set at $71.00 per share.
Outstanding Axonics equity awards (options, RSAs, PSUs) will be cashed out.
Transaction is subject to Axonics stockholder approval and regulatory clearances.
Merger agreement includes customary deal protection and termination fee provisions.
The acquisition aims to enhance Boston Scientific's product portfolio and market presence.

03—Questions

Frequently Asked Questions

What is the primary purpose of this 8-K filing?
This 8-K filing announces Boston Scientific Corporation's entry into a material definitive agreement for the acquisition of Axonics, Inc. It details the terms of the merger, including the cash consideration, treatment of outstanding Axonics equity awards, and conditions for closing the transaction.
How much is Boston Scientific paying for Axonics, and how will Axonics shareholders be compensated?
Boston Scientific will pay $71.00 in cash for each share of Axonics common stock. Outstanding stock options, restricted stock awards (RSAs), and performance stock units (PSUs) of Axonics will also be canceled and converted into cash payments, with the amount determined based on the $71.00 per share consideration and any applicable exercise prices or vesting conditions.
What are the key conditions for the merger to be completed?
The completion of the merger is contingent upon several factors, including: (i) approval by Axonics stockholders, (ii) obtaining necessary regulatory approvals (including antitrust clearance under the Hart-Scott-Rodino Act), (iii) the absence of any governmental orders prohibiting the merger, and (iv) customary conditions such as the accuracy of representations and warranties and the absence of material adverse effects on Axonics.
Are there any circumstances under which the deal might not close, or either party could incur a termination fee?
Yes, the merger agreement includes termination rights for both parties. Axonics may be required to pay a $75 million termination fee under specific circumstances, such as terminating the agreement to accept a superior proposal. Boston Scientific may be required to pay a $140 million termination fee if the merger is terminated due to failure to obtain required antitrust approvals, provided certain other conditions are met. The agreement also outlines conditions for fiduciary outs and board recommendation changes for Axonics.

04—Continue

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