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

This 8-K filing announces that Boston Scientific Corporation has entered into a material definitive agreement to acquire Penumbra, Inc. through a merger.

What will Penumbra shareholders receive for their shares?

Penumbra shareholders can elect to receive either $374.00 in cash or 3.8721 shares of Boston Scientific common stock for each Penumbra share they own. However, the total number of shares that can elect cash is capped at 73.26% of outstanding shares, and stock at 26.74%, with a proration mechanism in place if these limits are exceeded.

What conditions must be met for the merger to be completed?

The completion of the merger is contingent upon several conditions, including the affirmative vote of Penumbra's stockholders, the expiration or termination of waiting periods under antitrust laws (like the Hart-Scott-Rodino Act), the effectiveness of a registration statement on Form S-4, listing approval for the new Boston Scientific shares on the NYSE, accuracy of representations and warranties, material performance of obligations by both parties, and the absence of any material adverse effects.

What are the termination fees involved if the deal falls through?

If Penumbra terminates the agreement to accept a superior proposal, or if the Penumbra board changes its recommendation, Penumbra would owe Boston Scientific a termination fee of $525 million. Conversely, if the merger is terminated due to failure to obtain required regulatory approvals or an antitrust-related restraint, Boston Scientific would owe Penumbra a termination fee of $900 million.

BSX 8-K: Material Agreements

Summary

Boston Scientific Corporation (BSX) announced a significant strategic move with the entry into a definitive Agreement and Plan of Merger to acquire Penumbra, Inc. This transaction, structured as a merger where Penumbra will become a wholly owned subsidiary of Boston Scientific, is expected to materially enhance Boston Scientific's product portfolio and market presence, particularly in high-growth areas of medical technology. The acquisition offers Penumbra shareholders a choice between cash and stock consideration, with a proration mechanism in place to balance the total cash and stock components. This structure provides flexibility to Penumbra's shareholders while aiming to optimize the financial and strategic integration for Boston Scientific. The deal is subject to customary closing conditions, including regulatory approvals and shareholder votes, and includes provisions for termination fees, outlining the commitment and potential implications for both parties.

Key Highlights

1Boston Scientific Corporation has entered into a definitive Agreement and Plan of Merger to acquire Penumbra, Inc.
2Penumbra, Inc. will become a wholly owned subsidiary of Boston Scientific upon completion of the merger.
3Penumbra shareholders can elect to receive either cash ($374.00 per share) or stock (3.8721 shares of BSX common stock per Penumbra share) for their shares, subject to proration.
4The transaction values Penumbra at a specific cash and stock consideration mix, with 73.26% of shares expected to receive cash and 26.74% expected to receive stock.
5Outstanding Penumbra stock options and RSUs will be converted into a combination of cash and/or Boston Scientific stock, with certain RSUs subject to accelerated vesting.
6The merger is subject to customary closing conditions, including the approval of Penumbra's stockholders, regulatory approvals (e.g., HSR Act), and the effectiveness of a Form S-4 registration statement.
7The merger agreement includes termination fees for both parties: Penumbra would pay $525 million to Boston Scientific under certain circumstances, and Boston Scientific would pay $900 million if regulatory approvals are not obtained.

BOSTON SCIENTIFIC CORP 8-K Report, Material Agreement (Jan 15, 2026)

Summary

Key Highlights

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