8-K 1 ss142535_8k.htm CURRENT REPORT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, 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:   (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-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications 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 ONCOZENETM, EMBOZENETM and EMBOZONE TANDEMTM) 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