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): August 15, 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: ( 508 ) 683-4000

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 August 15, 2019, further to the previously announced proposed acquisition of BTG plc (" BTG") by Bravo Bidco Limited, an indirect wholly-owned subsidiary of Boston Scientific Corporation (" Boston Scientific"), to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006, as amended (the " Companies Act") (the " Scheme"), BTG and Boston Scientific issued an announcement on the London- based Regulatory News Service (" RNS"), disclosing that the High Court of Justice in England and Wales has today made an order sanctioning the Scheme under section 899 of the Companies Act.

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 August 15, 2019
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 Scheme or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable laws. The Scheme 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 Companies Act (the " Scheme Document") and contains the full terms and conditions of the Scheme. Any decision in respect of, or other response to, the Scheme, 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: August 15, 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

15 August 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

Court sanction of the Scheme

On 20 November 2018, the Boards of Boston Scientific, Bidco and BTG announced that they had reached agreement on the terms of a recommended cash offer by Bidco for the acquisition of the entire issued and to be issued ordinary share capital of BTG (the Acquisition ). As outlined in that announcement, the Acquisition is to be effected by means of a scheme of arrangement under part 26 of the Companies Act (the Scheme ). On 28 February 2019, the Scheme was approved by the Scheme Shareholders at the Court Meeting.

Boston Scientific, Bidco and BTG are pleased to announce that the High Court of Justice in England and Wales has today made an order sanctioning the Scheme under section 899 of the Companies Act 2006.

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the scheme document dated 24 January 2019 (the Scheme Document ).

Next steps

BTG confirms that the Scheme Record Time for the Scheme will be 6.00 p.m. (London time) on 16 August 2019. BTG Shareholders on BTG's register of members at the Scheme Record Time will, upon the Scheme becoming Effective, be entitled to receive 840 pence in cash for each BTG Share.

A request has been made for the suspension of the listing of BTG Shares on the premium listing segment of the Official List and the admission to trading of BTG Shares on the London Stock Exchange's Main Market, with effect from 7.30 a.m. (London time) on 19 August 2019. The last day of dealing in BTG Shares will therefore be 16 August 2019, and once suspended, it is not expected that trading in BTG Shares will recommence.

It is expected that the Scheme will become Effective on 19 August 2019 and that the listing of the BTG Shares on the premium listing segment of the Official List and the trading of BTG Shares on the London Stock Exchange's Main Market will each be cancelled with effect from 8.00 a.m. (London time) on 20 August 2019.

A further announcement will be made when the Scheme has become Effective and when the admission to listing and admission to trading of BTG Shares have been cancelled.

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If any of the expected times and/or dates above change, the revised times and/or dates will be notified to BTG Shareholders by announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions relating to persons in Restricted Jurisdictions, also be available on BTG's website at www.btgplc.com.

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
Anna Mills
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

Important notices relating to Financial Advisers

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for BTG and no one else in connection with the Acquisition and any other matters referred to in this Announcement and will not be responsible to anyone other than BTG for providing the protections afforded to such financial advisory clients of Goldman Sachs International, or for providing advice in connection with Acquisition or any matters referred to in this Announcement.

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