Boston Scientific and Guidant Announce Signing of Merger Agreement Valued at $27 Billion
25 Enero 2006 - 6:02AM
PR Newswire (US)
NATICK, Mass. and INDIANAPOLIS, Jan. 25 /PRNewswire-FirstCall/ --
Boston Scientific Corporation (NYSE:BSX) and Guidant Corporation
(NYSE:GDT) today announced that the Board of Directors of Guidant
has unanimously approved and entered into the merger agreement
provided to Guidant by Boston Scientific on January 17, 2006. Under
that agreement, Boston Scientific will acquire all the outstanding
shares of Guidant for a combination of cash and stock worth $80 per
Guidant share, or approximately $27 billion in aggregate. Prior to
entering into this agreement with Boston Scientific, Guidant
terminated its merger agreement with Johnson & Johnson. The
strategic rationale, business and growth profile of a combined
Boston Scientific/Guidant should be compelling to shareholders of
both companies. As a highly diversified company with leading
positions in growth markets, Boston Scientific/Guidant will be one
of the world's preeminent medical device companies, with total
revenue in 2006 of nearly $9 billion. "Guidant and Boston
Scientific share an entrepreneurial spirit, highly talented
employees, strong customer relationships and an ability to pioneer
lifesaving therapies for patients around the world," said Pete
Nicholas, Chairman of Boston Scientific. "Shareholders will benefit
from the significant upside potential of the combined company,
while doctors and their patients will continue to receive the most
technologically advanced and highest quality medical devices and
therapies. The resources and capabilities of the combined company
will allow us to make further investments in our current businesses
as well as pursue new revenue opportunities." "We believe the
transaction and the strategic rationale for this combination are in
the best interests of our patients, employees, customers and
shareholders -- reflecting the full value of our firm," said Jim
Cornelius, Chairman and Chief Executive Officer of Guidant. "The
combination of these two companies provides faster, more consistent
revenue growth opportunities to shareholders. We want to express
our appreciation to our employees who have been dedicated to
building this great company, and we all look forward to the
future." "We are excited about combining the talent and experience
of Boston Scientific and Guidant employees," said Jim Tobin,
President and Chief Executive Officer of Boston Scientific. "We
look forward to working with Guidant to complete the transaction
quickly and to creating a global leader in cardiovascular devices."
The transaction is subject to customary closing conditions,
including clearances under the Hart-Scott-Rodino Antitrust
Improvements Act and the European Union merger control regulation,
as well as approval of Boston Scientific and Guidant shareholders.
The transaction is not subject to any financing condition. Boston
Scientific expects to complete the transaction by the end of the
first quarter of 2006. As previously announced, Boston Scientific
has entered into an agreement with Abbott (NYSE:ABT) under which
Boston Scientific has agreed to divest Guidant's vascular
intervention and endovascular businesses, while agreeing to share
rights to Guidant's drug-eluting stent program. Under its agreement
with Abbott, Boston Scientific will receive $6.4 billion in cash
from Abbott on or around the closing date of the Guidant
transaction. This amount consists of $4.1 billion in purchase price
for the Guidant assets, a loan of $900 million, and Abbott's
agreement to acquire $1.4 billion of Boston Scientific common
stock. Boston Scientific and Guidant believe that Boston
Scientific's agreement with Abbott will enable Boston Scientific
and Guidant to rapidly secure antitrust approvals for the proposed
transaction. Under the terms of the merger agreement between Boston
Scientific and Guidant, each share of Guidant common stock will be
exchanged for $42.00 in cash and $38.00 in Boston Scientific common
stock, based on the average closing price of Boston Scientific
common stock during the 20 consecutive trading day period ending
three days prior to the closing date. If the average closing price
of Boston Scientific common stock during this period is less than
$22.62, Guidant shareholders will receive 1.6799 Boston Scientific
shares for each share of Guidant common stock, and if the average
closing price of Boston Scientific common stock during this period
is greater than $28.86, Guidant shareholders will receive 1.3167
Boston Scientific shares for each share of Guidant common stock.
Guidant shareholders will own approximately 36 percent of the
combined company. Boston Scientific has received commitment letters
from Bank of America, N.A. and Merrill Lynch & Co. for the
financing of the transaction. Bear, Stearns & Co. Inc.,
Deutsche Bank AG New York Branch and Wachovia Bank, National
Association have also committed to participate in the financing.
Shearman & Sterling LLP is acting as legal counsel, and Merrill
Lynch & Co., Bear, Stearns & Co. Inc., and Banc of America
Securities LLC are acting as financial advisors, to Boston
Scientific. Skadden, Arps, Slate, Meagher & Flom LLP is acting
as legal counsel, and J.P. Morgan Securities Inc. and Morgan
Stanley & Co. Incorporated are acting as financial advisors, to
Guidant. Boston Scientific Corporation Boston Scientific is a
worldwide developer, manufacturer and marketer of medical devices
whose products are used in a broad range of interventional medical
specialties. For more information, please visit:
http://www.bostonscientific.com/ . Guidant Corporation Guidant
Corporation pioneers lifesaving technology, giving an opportunity
for better life today to millions of cardiac and vascular patients
worldwide. Guidant develops, manufactures and markets a broad array
of products and services that enable less invasive care for some of
life's most threatening medical conditions. For more information,
visit http://www.guidant.com/ . Forward.Looking Statements This
press release contains "forward-looking statements," including,
among other statements, statements regarding the proposed business
combination between Boston Scientific Corporation and Guidant
Corporation, and the anticipated consequences and benefits of such
transaction. Statements made in the future tense, and words such as
"anticipate," "expect," "project," "believe," "plan," "estimate,"
"intend," "will," "may" and similar expressions are intended to
identify forward-looking statements. These statements are based on
current expectations, but are subject to certain risks and
uncertainties, many of which are difficult to predict and are
beyond the control of Boston Scientific or Guidant. Relevant risks
and uncertainties include those referenced in Boston Scientific's
and Guidant's filings with the Securities and Exchange Commission
("SEC") (which can be obtained as described in "Additional
Information" below), and include: general industry conditions and
competition; economic conditions, such as interest rate and
currency exchange rate fluctuations; technological advances and
patents attained by competitors; challenges inherent in new product
development, including obtaining regulatory approvals; domestic and
foreign health care reforms and governmental laws and regulations;
and trends toward health care cost containment. Risks and
uncertainties relating to the proposed transaction include:
required regulatory approvals will not be obtained in a timely
manner, if at all; the proposed transaction will not be
consummated; the anticipated benefits of the proposed transaction
will not be realized; and the integration of Guidant's operations
with Boston Scientific will be materially delayed or will be more
costly or difficult than expected. These risks and uncertainties
could cause actual results to differ materially from those
expressed in or implied by the forward-looking statements, and
therefore should be carefully considered. Neither Boston Scientific
nor Guidant assumes any obligation to update any forward-looking
statements as a result of new information or future events or
developments. Additional Information This material is not a
substitute for the prospectus/proxy statement and any other
documents Boston Scientific and Guidant intend to file with the
SEC. Investors and security holders are urged to read such
prospectus/proxy statement and any other such documents, when
available, which will contain important information about the
proposed transaction. The prospectus/proxy statement will be, and
other documents filed or to be filed by Boston Scientific and
Guidant with the SEC are or will be, available free of charge at
the SEC's Web site (http://www.sec.gov/ ) or from Boston Scientific
by directing a request to Boston Scientific Corporation, One Boston
Scientific Place, Natick, Massachusetts 01760-1537, Attention:
Milan Kofol, Investor Relations, or from Guidant by directing a
request to Guidant Corporation, 111 Monument Circle, 29th Floor,
Indianapolis, Indiana 46204, Attention: Investor Relations. Neither
Boston Scientific nor Guidant is currently engaged in a
solicitation of proxies from the security holders of Boston
Scientific or Guidant in connection with Boston Scientific's
proposed acquisition of Guidant. If a proxy solicitation commences,
Boston Scientific, Guidant and their respective directors,
executive officers and other employees may be deemed to be
participants in such solicitation. Information about Boston
Scientific's directors and executive officers is available in
Boston Scientific's proxy statement, dated April 4, 2005, for its
2005 annual meeting of stockholders, and information about
Guidant's directors and executive officers is available in
Guidant's most recent filing on Form 10-K. Additional information
about the interests of potential participants will be included in
the prospectus/proxy statement when it becomes available. Contacts
-- Boston Scientific Milan Kofol (508-650-8569) (cell:
617-834-8595) Investor Relations, Boston Scientific Corporation
Paul Donovan (508-650-8541) (cell: 508-667-5165) Media Relations,
Boston Scientific Corporation Steve Frankel / Steve Silva
(212-355-4449) Joele Frank, Wilkinson Brimmer Katcher Contacts --
Guidant Steven Tragash (317-971-2031) Corporate Communications,
Guidant Corporation Andy Rieth (317-971-2061) Investor Relations,
Guidant Corporation Doug Hughes (317-971-2039) Investor Relations,
Guidant Corporation DATASOURCE: Boston Scientific Corporation
CONTACT: Boston Scientific: Milan Kofol, Investor Relations, Boston
Scientific Corporation, +1-508-650-8569, Cell: +1-617-834-8595,
Paul Donovan, Media Relations, Boston Scientific Corporation,
+1-508-650-8541, Cell: +1-508-667-5165; Steve Frankel or Steve
Silva, both of Joele Frank, Wilkinson Brimmer Katcher for Boston
Scientific Corporation, +1-212-355-4449; Guidant: Steven Tragash,
Corporate Communications, Guidant Corporation, +1-317-971-2031,
Andy Rieth, +1-317-971-2061; or Doug Hughes, +1-317-971-2039; both
Investor Relations, Guidant Corporation Web site:
http://www.bostonscientific.com/ http://www.guidant.com/
Copyright
Guidant (NYSE:GDT)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Guidant (NYSE:GDT)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024