Boston Scientific : Description Current report filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

W ashington , DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15( d ) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 2, 2019

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-11083	04-2695240
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)
300 Boston Scientific Way, Marlborough, Massachusetts	01752-1234
(Address of principal executive offices)	(Zip code)

Registrant's telephone number, including area code: [phone]

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

• Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
• Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value per share		BSX		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01. Other Events.

On July 2, 2019, further to the previously announced recommended cash offer (the " Acquisition"), to acquire the entire issued and to be issued ordinary share capital of BTG plc (" BTG") by Bravo Bidco Limited, an indirect wholly-owned subsidiary of Boston Scientific Corporation (" Boston Scientific"), BTG and Boston Scientific issued an announcement on the London-based Regulatory News Service (" RNS"), disclosing that Boston Scientific signed an agreement for the sale of its existing drug-eluting and bland embolic microsphere business (including ONCOZENE TM , EMBOZENE TM and EMBOZONE TANDEM TM ) to Varian Medical Systems, Inc. The sale is subject to the satisfaction or waiver of customary closing conditions, including consummation of the Acquisition, and is expected to close immediately after completion of the Acquisition.

A copy of the aforementioned RNS announcement is attached as Exhibit 99.1 and is incorporated herein by reference; provided, however, that information on or connected to our website or the website of any third-party hyperlinked from or referenced in the RNS announcement included as Exhibit 99.1 to this Current Report on Form 8-K is expressly not incorporated by reference into or intended to be filed as a part of this Current Report on Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Description
99.1	RNS Announcement dated July 2, 2019
Further Information

This Form 8-K is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable laws. The Acquisition will be implemented pursuant to the terms of the document sent to shareholders of BTG on January 24, 2019, which sets out the full details of the court-sanctioned scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006, as amended (the " Scheme Document"), and contains the full terms and conditions of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 2, 2019	BOSTON SCIENTIFIC CORPORATION
	By: /s/ Vance R. Brown
		Vance R. Brown
		Vice President and Chief Corporate Counsel

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

2 July 2019

RECOMMENDED CASH OFFER

for

BTG PLC

(BTG)

by

BRAVO BIDCO LIMITED

(Bidco)

a newly incorporated indirect wholly-owned subsidiary of Boston Scientific Corporation (Boston Scientific)

intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act

Update on the proposed acquisition of BTG

Further to the announcement regarding the proposed acquisition of BTG by Bidco, to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the Acquisition ) released on 20 November 2018, the scheme circular for which was published by BTG on 24 January 2019 (the Scheme Document ), BTG and Boston Scientific are pleased to confirm that on 1 July 2019 Boston Scientific signed an agreement for the sale of its existing drug-eluting and bland embolic microsphere business (including ONCOZENE TM , EMBOZENE TM and EMBOZONE TANDEM TM ) to Varian Medical Systems, Inc. The sale is subject to the satisfaction or waiver of customary closing conditions, including consummation of the Acquisition, and is expected to close immediately after completion of the Acquisition .

The Acquisition has received merger control clearance in Germany under the German Act Against Restraints of Competition and the Taiwan Fair Trade Commission has terminated its investigation. The Scheme remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions set out in the Scheme Document, including the Court's sanction of the Scheme at the Court Hearing and the delivery of an office copy of the Court Order to the Registrar of Companies.

The current expected timetable of principal events for the implementation of the Scheme is set out below. All references in this announcement to time are to London times unless otherwise stated. The dates and times given are indicative only and are based on BTG's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the key dates set out in the expected timetable changes, an announcement will be made through a Regulatory Information Service:

The following dates are indicative only and are subject to change:

Court Hearing	15	August 2019
Last day of dealings in BTG Shares	16	August 2019
Dealings in BTG Shares suspended in London	5.00 p.m. on 16 August 2019
Scheme Record Time	6.00 p.m. on 16 August 2019
Effective Date of the Scheme	19	August 2019
Delisting of BTG Shares	By 8.00 a.m. on 20	August 2019
Despatch of cheques and crediting of CREST for Cash Consideration due under	By 2 September 2019
the Scheme
Long Stop Date	20 August 2019 (1)

Note:

1. This is the latest date by which the Scheme may become Effective unless Boston Scientific and BTG agree (and the Panel and, if required, the Court permit) a later date.

1

Other

Terms defined in the Scheme Document have the same meanings in this announcement.

A copy of this announcement will be available on BTG's website at www.btgplc.com , subject to certain restrictions relating to persons resident in in Restricted Jurisdictions.

Enquiries:
BTG	[phone]
Andy Burrows (Vice President, Corporate & Investor Relations)
Goldman Sachs International (joint financial adviser to BTG)	[phone]
Anthony Gutman
Nimesh Khiroya
Søren Moller-Rasmussen
J.P. Morgan Cazenove (joint financial adviser	[phone]
and joint corporate broker to BTG)
James Mitford
Dwayne Lysaght
Alex Bruce
Rothschild & Co (joint financial adviser to BTG)	[phone]
Richard Murley
Dominic Hollamby
Julian Hudson
Deutsche Bank AG (joint corporate broker to BTG)	[phone]
Neil Collingridge
Seth Damergy
FTI Consulting (PR adviser to BTG)	[phone]
Ben Atwell
Bidco / Boston Scientific	[phone]
Susie Lisa (Investor Relations)
Barclays (financial adviser to Bidco and Boston Scientific)	[phone]
Doug Solomon
Jed Brody
Derek Shakespeare
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