Boston Scientific Corporation (NYSE:BSX) entered into a letter of intent to acquire Apollo Endosurgery, Inc. (NasdaqGM:APEN) from a group of shareholders on November 15, 2022. Boston Scientific Corporation entered into a definitive merger agreement to acquire Apollo Endosurgery, Inc. from a group of shareholders for approximately $500 million on November 29, 2022. As per the terms of the transaction, Boston Scientific shall acquire Apollo Endosurgery for $10 per share in an all-cash transaction with an enterprise value of approximately $615 million. Apollo will not receive any consideration in connection with the Forced Conversion with respect to the conversion of outstanding Debentures into shares of Apollo's common stock. Upon the completion of the transaction, Apollo will become a wholly-owned subsidiary of Boston Scientific. Upon termination of the Merger Agreement in accordance with its terms, under specified circumstances, Apollo will be required to pay Boston a termination fee in an amount equal to $19 million. Upon termination of the Merger Agreement in accordance with its terms, under specified circumstances, Boston will be required to pay Apollo a termination fee in an amount equal to $30 million, and under certain circumstances $50 million.

The transaction has been unanimously approved by the Apollo Board of Directors. The transaction is subject to the satisfaction of customary closing conditions, including approval by a majority of Apollo's stockholders and applicable regulatory approval and expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. CPMG, Inc. holding 8.4% of Apollo's outstanding shares of common stock have agreed to vote its shares in favor of the transaction. The transaction has been unanimously approved by the Apollo Board of Directors. The transaction has also been approved by the board of directors of Boston. As of February 9, 2023, the shareholders of APEN has approved the deal. The transaction is expected to close in the first half of 2023.

Piper Sandler & Co. is serving as financial advisor and Mark Weeks, Ben Beerle, John McKenna, Matt Silverman and Milson Yu of Cooley LLP serving as legal advisors to Apollo. Piper Sandler & Co. acted as fairness opinion provider to the board of Apollo. Clare O'Brien, Gillian Emmett Moldowan, Richard Alsop, Erika Kent, Jordan Altman, Jay M. Singer, K. Mallory Brennan and Derrick Lott of Shearman & Sterling LLP acted as legal advisor to Boston. Apollo has retained Alliance Advisors LLC, a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $20,000 plus expenses. Nevada Agency and Transfer Company acted as transfer agent and registrar to Apollo Endosurgery, Inc. Piper Sandler & Co. acted as due diligence provider to Apollo. Piper Sandler will receive a fee, currently estimated to be approximately $12.15 million, from Apollo, which is contingent upon the consummation of the Merger, except for $1.0 million of such fee which will be paid to Piper Sandler for rendering its fairness opinion and is creditable against the total fee. Arnold & Porter (UK) LLP acted as legal advisor to Apollo Endosurgery, Inc.