Boston Scientific (BSX) Begins $8/Share Tender for EndoChoice (GI)
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Boston Scientific Corporation (NYSE: BSX) announced that its wholly owned merger subsidiary, Falcon Merger Corp., has launched its previously announced tender offer for all shares of EndoChoice Holdings, Inc. (GI) at a price of $8.00 per share net to the holder in cash.
On September 27, 2016, the parties announced that they had signed a definitive merger agreement and that the tender offer would follow. The board of directors of EndoChoice unanimously approved the terms of the merger agreement, including the tender offer, and recommended that EndoChoice shareholders tender their shares in the offer.
Under the terms of, and subject to the conditions set forth in, the merger agreement, as soon as practicable following the acceptance of shares in the tender offer, Falcon Merger Corp. will merge with and into EndoChoice pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. All issued and outstanding shares of EndoChoice common stock, other than shares purchased in the tender offer, or shares held by shareholders of EndoChoice who have validly exercised appraisal rights under Delaware law, will be cancelled and converted into the right to receive $8.00 per share, net to the holder in cash, in the merger. Following the merger, EndoChoice will be wholly-owned by Boston Scientific.
The completion of the tender offer is subject to, among other things, the expiration or termination of any waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended, the obtaining of approvals or lapsing of any waiting period under the Competition Act (Law 15/2007) of Spain by the Comisión Nacional de los Mercados y la Competencia and/or the Regulation on the Defence of Competition implemented by Royal Decree 261/2008, and requires at least a majority of the issued and outstanding shares of EndoChoice's common stock to be tendered. The transaction is not conditioned on financing.
The tender offer and withdrawal rights are scheduled to expire one minute after 11:59 p.m. New York City (Eastern) time on November 4, 2016, unless extended. EndoChoice directors, affiliated funds, and certain other stockholders who collectively hold approximately 22.4% of the issued and outstanding shares of common stock of EndoChoice as of September 27, 2016, have agreed to tender their shares in the offer.
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