Filed by Penumbra, Inc.
(Commission File No.: 001-37557)
Pursuant to Rule 425 of the Securities Act
of 1933
Deemed filed pursuant to 14a-12
under the Securities Exchange Act of 1934
Subject Company: Penumbra, Inc.
(Commission File No.: 001-37557)
January 16, 2026
This filing contains the following communications
issued by Penumbra, Inc., a Delaware corporation (the “Company”), on January 16, 2026, relating to the Company’s entry
into a definitive agreement to be acquired by Boston Scientific Corporation (“Parent,” and such acquisition, the “Merger”):
| 1. | Talking Points and Written Communications with HCPs |
| 2. | Talking Points and Written Communications with Customers/Business Partners |
| 3. | Talking Points and Written Communications with Suppliers |
| 4. | Talking Points and Written Communications with clinical study partners |
******
| a. | Talking Points for Sales team |
| · | An agreement has been reached for Penumbra to become part of Boston Scientific. |
| · | This is an exciting opportunity that we believe will enable us to accelerate access to our innovations and help more patients, physicians
and hospitals globally. |
| · | Boston Scientific and Penumbra have a shared commitment to innovation and advancing healthcare. |
| · | One of our key priorities is maintaining stability and continuity. Your Penumbra representatives will remain the same, and Penumbra
products, and our constant product iteration, will remain the same. |
| · | The transaction is expected to close in 2026. Until that time, Boston Scientific and Penumbra will operate independently,
and you will continue to receive our focus and dedication through the process and upon close of the transaction. |
| b. | Written communication if Sales reps wish to send to their HCPs |
Dear []
This week, an agreement was announced that Penumbra will
become part of Boston Scientific. This is exciting news for our company, and we believe it will greatly benefit our patients
and partners. A copy of the press release is available here.
By combining Penumbra’s advanced technology and dedicated
employees with Boston Scientific’s global reach, our goal is to expand access to our latest products and reach more patients all
over the world. Our commitment to product excellence and continued innovation remains.
Please be assured that this will not change anything with
respect to our partnership with you. The transaction is expected to close in 2026, and until it does, Penumbra and
Boston Scientific will operate independently. Our commitment is to ensure continuity and stability for you and your patients through the
process and upon close of the transaction.
More information about the transaction will be provided
in our public filings. In the meantime, if you have any questions, please do not hesitate to reach out to me directly. We
thank you for your continued partnership and are excited for our next chapter.
[Sales Rep]
| 2. | Customers/Business Partners |
| a. | Talking Points for Business Partners |
| · | An agreement has been reached for Penumbra to become part of Boston Scientific. |
| · | This is an exciting opportunity that we believe will enable us to accelerate access to our innovations and help more patients, physicians
and hospitals globally. |
| · | Boston Scientific and Penumbra have a shared commitment to innovation and advancing healthcare. |
| · | One of our key priorities is maintaining stability and continuity. Existing contracts and partnerships will remain unchanged. |
| · | The transaction is expected to close in 2026. Until that time, Boston Scientific and Penumbra will operate independently,
and you will continue to receive our focus and dedication through the process and upon closure of the transaction. |
To [],
This week an agreement was announced that Penumbra will
become part of Boston Scientific. This is exciting news for our company, and we believe it will greatly benefit our patients
and partners. A copy of the press release is available here.
By combining Penumbra’s advanced technology and dedicated
employees with Boston Scientific’s global reach, our goal is to expand access to our products and reach more patients all over the
world. Our commitment to product excellence and continued innovation remains.
Please be assured that this transaction will not change
anything with respect to Penumbra’s products, contracts or commitments. The transaction is expected to close in 2026.
Until that time, Boston Scientific and Penumbra will operate independently, and you will continue to receive our focus and dedication.
Ensuring continuity and stability is a priority and our
relationship will continue as it has in the past. Your Penumbra point of contact will remain the same and all processes associated
with working with Penumbra will remain unchanged, including processes for contracting, ordering, shipping and invoicing.
More information about the transaction will be provided
in our public filings. In the meantime, if you have any questions, please do not hesitate to contact me directly or your Penumbra
contact. We thank you for your continued partnership and are excited for our next chapter.
Shruthi Narayan,
President
| a. | Talking Points for Suppliers |
| · | An agreement has been reached for Penumbra to become part of Boston Scientific. |
| · | This is an exciting opportunity that we believe will enable us to accelerate access to our innovations and help more patients, physicians
and hospitals globally. |
| · | Boston Scientific and Penumbra have a shared commitment to innovation and advancing healthcare. |
| · | One of our key priorities is maintaining stability and continuity. Existing contracts and partnerships will remain unchanged. |
| · | The transaction is expected to close in 2026. Until that time, Boston Scientific and Penumbra will operate independently. |
To our valued Penumbra Suppliers,
This week, an agreement was announced that Penumbra will
become part of Boston Scientific. This is exciting news for our company, and we believe it will greatly benefit our patients
and partners. A copy of the press release is available here.
By combining Penumbra’s advanced technology and dedicated
employees with Boston Scientific’s global reach, our goal is to expand access to our products and reach more patients all over the
world. Our commitment to product excellence and continued innovation remains.
Please be assured that this transaction will not change
anything with respect to Penumbra’s products, contracts or commitments. The transaction is expected to close in 2026. Until
that time, Boston Scientific and Penumbra will operate independently. Ensuring continuity and stability is a priority and our relationship
will continue as it has in the past. Your Penumbra point of contact will remain the same, and all processes associated with
working with Penumbra will remain unchanged. Your support in helping us to ensure continuity of our product supply, quality
and service to our customers and patients is greatly appreciated.
More information about the transactions will be provided
in our public filings. In the meantime, if you have any questions, please do not hesitate to contact me or your Penumbra contact. We
thank you for your continued partnership and are excited for our next chapter.
Maggie Yuen,
Chief Financial Officer
| 4. | Clinical study partners |
| a. | Talking Points for clinical study partners |
| · | An agreement has been reached for Penumbra to become part of Boston Scientific. |
| · | This is an exciting opportunity that we believe will enable us to accelerate access to our innovations and help more patients, physicians
and hospitals globally. |
| · | Boston Scientific and Penumbra have a shared commitment to innovation and clinical excellence to help advance patient care. |
| · | One of our key priorities is maintaining stability and continuity. Existing clinical work, contracts and partnerships will
remain unchanged. |
| · | The transaction is expected to close in 2026 and until that time, Boston Scientific and Penumbra will operate independently. |
Dear Valued Penumbra Clinical Study Partner,
This week an agreement was announced for Penumbra to become
part of Boston Scientific. This is exciting news for our company, and we believe it will greatly benefit our patients and partners. A
copy of the press release is available here.
By combining Penumbra’s advanced technology and dedicated
employees with Boston Scientific’s global reach, our goal is to expand access to our products and reach more patients all over the
world. Our commitment to product innovation and clinical excellence remains.
Please be assured that this transaction will not change
anything with respect to Penumbra’s products or clinical trials. The transaction is expected to close in 2026 and until
that time, Boston Scientific and Penumbra will operate independently. Ensuring continuity and stability is a priority and our
relationship will continue as it has in the past. Your Penumbra point of contact will remain the same.
More information about the transactions will be provided
in our public filings. In the meantime, if you have any questions, please do not hesitate to contact me or your Penumbra contact. We
thank you for your continued partnership and are excited for our next chapter.
Jim Benenati, M.D., FSIR
Chief Medical Officer
******
Important Information and Where to Find It
In connection with the proposed Merger, Parent will file with the SEC
a registration statement on Form S-4 that will include a proxy statement/prospectus (the “Proxy Statement/Prospectus”) for
the stockholders of the Company, and Company will mail the Proxy Statement/Prospectus to its stockholders and file other documents regarding
the proposed transaction with the Securities and Exchange Commission (the “SEC”). This communication is not a substitute for
any proxy statement, registration statement, proxy statement/prospectus or other documents the Company and/or Parent may file with the
SEC in connection with the proposed Merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS FILED
BY THE COMPANY OR PARENT WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus and other documents filed with the
SEC by the Company and/or Parent through the website maintained by the SEC at www.sec.gov. Security holders will be able to obtain free
copies of the documents filed by the Company with the SEC on Company’s website at https://www.penumbrainc.com/investors/sec-filings/
or by contacting Company Investor Relations at investors@penumbrainc.com. Security holders will also be able to obtain free copies of
the documents filed by Parent with the SEC on Parent’s website at https://investors.bostonscientific.com/financials-and-filings/sec-filings
or by contacting Parent’s Investor Relations at BSXInvestorRelations@bsci.com.
No Offer or Solicitation
This communication is for informational purposes only and not intended
to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation
to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection
with the proposed Merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in the Solicitation
The Company, Parent and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the
proposed Merger. Information regarding the Company’s directors and executive officers, including a description of their respective
direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement/Prospectus and other relevant
materials when they are filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website
at www.sec.gov or by accessing the Investor Relations section of the Company’s website at https://www.penumbrainc.com/investors/sec-filings/.
Information regarding the Company’s directors and executive officers is contained in the sections entitled “Proposal No. 1:
Election of Directors”, “Information Regarding the Board of Directors and Corporate Governance”, and “Other Information
Related to Penumbra, Its Directors and Executive Officers” included in the Company’s proxy statement for its 2025 annual meeting
of stockholders, which was filed with the SEC on April 16, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1321732/000132173225000074/pen-20250416.htm),
in the section entitled “Directors, Executive Officers and Corporate Governance” included in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 18, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1321732/000132173225000012/pen-20241231.htm)
and in the Company’s Form 8-K filed on August 27, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1321732/000132173225000101/pen-20250822.htm).
To the extent holdings of the Company’s securities by the directors and executive officers of the Company have changed from the
amounts of securities of the Company held by such persons as reflected therein, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC. Information regarding Parent’s directors and executive officers
is contained in the sections entitled “Election of Directors” and “Securities Ownership of Director and Executive Officers”
included in Parent’s proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on March 19, 2025
(and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/885725/000088572525000017/bsx-20250319.htm),
in the section entitled “Directors, Executive Officers and Corporate Governance” included in Parent’s Annual Report
on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 18, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/885725/000088572525000011/bsx-20241231.htm),
in Parent’s Form 8-K filed on April 23, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/885725/000088572525000024/bsx-20250418.htm),
in Parent’s Form 8-K filed on September 4, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/885725/000088572525000043/bsx-20250829.htm),
in Parent’s Form 8-K filed on October 23, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/885725/000088572525000048/bsx-20251022.htm),
and in Parent’s Form 8-K filed on November 19, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/885725/000088572525000052/bsx-20251118.htm).
To the extent holdings of Parent’s securities by the directors and executive officers of Parent have changed from the amounts of
securities of Parent held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC.
Forward Looking Statements
This document contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the Company’s current expectations, estimates
and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, the respective businesses
and industries of the companies, management’s beliefs and certain assumptions made by the Company, all of which are subject to change.
In this context, forward-looking statements often address expected future business and financial performance and financial condition,
and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,”
“could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“potentially,” “estimate,” “continue,” “expect,” “target,” similar expressions
or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking
statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control and are not guarantees
of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and
other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other
action required to consummate the transaction on a timely matter or at all, are not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements.
Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such
statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking
statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed
transaction on anticipated terms and timing, including obtaining stockholder and regulatory approvals, anticipated tax treatment, unforeseen
liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies, expansion and growth of the Company’s business and other conditions
to the completion of the proposed transaction; (ii) failure to realize the anticipated benefits of the proposed transaction, including
as a result of delay in completing the transaction or integrating the businesses of the Company and Parent; (iii) the Company’s
ability to implement its business strategies; (iv) pricing trends; (v) potential litigation relating to the proposed transaction that
could be instituted against the Company or its directors; (vi) the risk that disruptions from the proposed transaction will harm the Company’s
business, including current plans and operations; (vii) the ability of the Company to retain and hire key personnel; (viii) potential
adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the proposed transaction;
(ix) uncertainty as to the long-term value of Parent’s common stock; (x) legislative, regulatory and economic developments affecting
the Company’s business; (xi) general economic and market developments and conditions; (xii) the evolving legal, regulatory and tax
regimes under which the Company operates; (xiii) potential business uncertainty, including changes to existing business relationships,
during the pendency of the proposed transaction that could affect the Company’s financial performance; (xiv) restrictions during
the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic
transactions; (xv) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak
of war or hostilities, as well as the Company’s response to any of the aforementioned factors; and (xvi) failure to receive the
approval of the stockholders of the Company. These risks, as well as other risks associated with the proposed transaction, are more fully
discussed in the proxy statement/prospectus to be filed with the U.S. Securities and Exchange Commission in connection with the proposed
transaction. While the list of factors presented here is, and the list of factors presented in the proxy statement/prospectus will be,
considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences
in actual results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption,
operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect
on the Company’s consolidated financial condition, results of operations or liquidity. The Company assumes no obligation to publicly
provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by securities and other applicable laws.
