Boston Scien Cp SEC Filings

Boston Scientific Corporation has entered into a definitive agreement to acquire Penumbra, Inc. in a cash-and-stock transaction valued at $14.5 billion. The company plans to fund about 73% of the deal in cash and 27% in stock, and expects the acquisition to close this year, subject to regulatory approvals and other conditions.

The transaction is designed to expand Boston Scientific’s cardiovascular portfolio and re-establish a strong neurovascular business, adding devices that treat stroke-causing blood clots in the brain and pulmonary embolism clots in the lungs. Penumbra expects roughly $1.4 billion of revenue in 2025, growing more than 17% over 2024. Boston Scientific anticipates the deal will slightly dilute profits in the first full year after closing, become neutral to slightly beneficial in the second year, and more beneficial thereafter.

Boston Scientific plans to acquire Penumbra for $374 per share in a cash‑and‑stock deal valuing Penumbra at $15 billion. The consideration mix is about $11 billion in cash and $4 billion in Boston Scientific stock, with roughly 41 million new Boston Scientific shares issued, and closing targeted in 2026 subject to customary conditions.

Penumbra expects strong 2025 results, with preliminary Q4 2025 revenue growth of 21.4%–22% and full‑year revenue of about $1.4 billion, up roughly 17.3%–17.5%. Boston Scientific highlights Penumbra’s presence in high‑growth mechanical thrombectomy and neurovascular markets and plans to run Penumbra largely as a standalone business within its cardiovascular group while leveraging its global commercial and manufacturing footprint.

Financially, Boston Scientific projects the deal will be slightly dilutive to adjusted EPS in the first full year post‑close by $0.06–$0.08, turning slightly accretive in year two and increasingly accretive after achieving over $200 million of operating income impact from revenue synergies and cost efficiencies in year three. Management reiterates its goals for double‑digit EPS growth and long‑term margin expansion over 2026–2028.

Boston Scientific agreed to acquire Penumbra, Inc. through a merger where each Penumbra share will be converted, at the holder’s election and subject to proration, into either $374.00 in cash or 3.8721 Boston Scientific shares. Overall, 73.26% of Penumbra shares are expected to receive cash and 26.74% stock, with Penumbra becoming a wholly owned subsidiary of Boston Scientific if the deal closes. Completion depends on Penumbra stockholder approval, required regulatory clearances (including antitrust reviews), effectiveness of a Form S-4, and New York Stock Exchange listing of the new Boston Scientific shares, along with other customary conditions. The agreement includes a $525 million termination fee payable by Penumbra in certain competing-deal scenarios and a $900 million reverse termination fee payable by Boston Scientific if specified regulatory conditions are not met despite other closing conditions being satisfied.

Boston Scientific Corporation entered into a definitive Agreement and Plan of Merger to acquire Penumbra, Inc., which will become a wholly owned subsidiary. At closing, each Penumbra share can receive either $374.00 in cash or 3.8721 Boston Scientific shares, with a proration so that about 73.26% of shares receive cash consideration and 26.74% receive stock.

Completion of the merger depends on Penumbra stockholder approval, required antitrust and other regulatory clearances, effectiveness of a Form S-4 registration statement, NYSE listing of new Boston Scientific shares and other customary conditions, including no material adverse effects. The agreement includes reciprocal termination fees: Penumbra may owe $525,000,000 in certain superior-offer scenarios, while Boston Scientific may owe $900,000,000 if specified regulatory-related conditions prevent closing after Penumbra approval and other conditions are met.

Boston Scientific Corporation has executed a definitive agreement to acquire Penumbra, Inc., with the transaction subject to specified terms and closing conditions in the merger agreement. The companies issued a joint press release and Boston Scientific scheduled a same-day conference call and posted an investor presentation to explain the proposed acquisition and its expected impact.

The report emphasizes that many statements about the transaction, its benefits, timing, integration, and future financial and business performance are forward-looking and subject to numerous economic, regulatory, operational, and integration risks, including required regulatory approvals and the possibility the transaction may be delayed or not close. Boston Scientific will file a Form S-4 with a joint proxy statement/prospectus so Penumbra stockholders can review detailed terms before voting.

Boston Scientific Corporation reported that it has signed a definitive agreement to acquire Penumbra, Inc. through a merger of a wholly owned Boston Scientific subsidiary with Penumbra. The transaction was announced in a joint press release and detailed in an investor presentation made available on the company’s website.

The acquisition is subject to closing conditions, including required regulatory approvals and clearances and other conditions outlined in the definitive agreement. Boston Scientific plans to file a Form S-4 registration statement containing a proxy statement/prospectus for Penumbra stockholders, who will receive detailed information before voting on the proposed transaction.

The filing emphasizes that statements about the expected financial and business impact and anticipated benefits of the transaction are forward-looking and subject to numerous risks, including regulatory outcomes, integration of Penumbra’s operations, and potential business disruptions following the announcement and closing.

Boston Scientific executive Susan O'Connor, EVP, Global Operations, reported her equity holdings in the company. She directly owns 3,885 shares of Boston Scientific common stock. In addition, she holds multiple grants of restricted stock units (RSUs) that each convert into one share of common stock as they vest over time, with various awards continuing to vest annually on the anniversaries of their original grant dates through periods ending between 2026 and 2029.

O'Connor also holds several stock options giving her the right to buy additional Boston Scientific shares at fixed exercise prices ranging from $37.50 to $106.14 per share, with expiration dates from February 2031 through February 2035. These options generally vest in four equal annual installments starting one year after the respective grant dates. The filing reflects her current beneficial ownership and outstanding equity-based compensation.

Boston Scientific executive reports option exercises and share sale. An officer of Boston Scientific Corp. exercised multiple stock options on 12/01/2025, acquiring 17,313 shares of common stock at exercise prices ranging from $17.26 to $27.09 per share. On the same date, the executive sold 17,313 shares of common stock in an open-market transaction at a weighted average price of $101.5531 per share under a pre-established Rule 10b5-1 trading plan adopted on August 9, 2024. After these transactions, the executive directly held 23,600 shares of Boston Scientific common stock and indirectly held 13,354 shares through the company’s 401(k) Retirement Savings Plan.