MARLBOROUGH, Mass.,
Oct. 7, 2016 /PRNewswire/
-- Boston Scientific Corporation (NYSE: BSX) today 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.
About Boston Scientific
Boston Scientific
transforms lives through innovative medical solutions that improve
the health of patients around the world. As a global medical
technology leader for more than 35 years, we advance science for
life by providing a broad range of high performance solutions that
address unmet patient needs and reduce the cost of healthcare. For
more information, visit www.bostonscientific.com and connect on
Twitter and Facebook. For more information on the Boston Scientific
endoscopy business visit
http://www.bostonscientific.com/en-US/medical-specialties/gastroenterology.html.
About EndoChoice:
Based near Atlanta, Georgia, EndoChoice (NYSE: GI) is a
medical technology company focused on the manufacturing and
commercialization of platform technologies including endoscopic
imaging systems, devices and infection control products and
pathology services for specialists treating a wide range of
gastrointestinal conditions, including colon cancer. EndoChoice
serves more than 2,500 customers in the
United States and works with distribution partners in 30
countries. EndoChoice was founded in 2008 and has rapidly developed
a broad and innovative product portfolio. EndoChoice, and Full
Spectrum Endoscopy (Fuse®) are registered trademarks of EndoChoice
Holdings, Inc.
NOTICE TO INVESTORS ABOUT THE OFFER: This
announcement is neither an offer to purchase nor a solicitation of
an offer to sell securities. The solicitation and the offer to buy
shares of EndoChoice's common stock is being made pursuant to an
Offer to Purchase and related tender offer materials that Falcon
Merger Corp. has filed with the Securities and Exchange Commission
(SEC) on October 7, 2016. Falcon
Merger Corp. has filed a Tender Offer Statement on Schedule TO with
the SEC on October 7, 2016 and
EndoChoice has filed a Solicitation/Recommendation Statement on
Schedule 14D 9 with the SEC on October 7,
2016 related to the tender offer. The Tender Offer Statement
(including an Offer to Purchase, a related Letter of Transmittal
and other tender offer documents) and the
Solicitation/Recommendation Statement will contain important
information that should be read carefully before any decision is
made with respect to the tender offer. Those materials will be made
available to EndoChoice's shareholders at no expense to them by
D.F. King & Co., Inc. by
contacting D.F. King & Co. at
(212) 269-5550 (collect) or (800) 487-4870 (toll free). In
addition, all of those materials (and all other offer documents
filed with the SEC) are available at no charge on the SEC's website
at www.sec.gov.
CONTACTS
Media:
Catherine
Brady
508-683-4797
Media
Relations
Boston Scientific
Corporation
Catherine.Brady@bsci.com
Investors:
Susie Lisa, CFA
508-683-5565 (office)
Investor Relations
Boston Scientific Corporation
investor_relations@bsci.com
EndoChoice Contact:
David Gill, President & Chief
Financial Officer
david.gill@endochoice.com
678-585-1040
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SOURCE Boston Scientific Corporation