Silk Road Medical Announces Definitive Agreement to be Acquired by Boston Scientific
June 18 2024 - 7:00AM
Silk Road Medical, Inc. (“Silk Road”) (NASDAQ:SILK), a leading
minimally invasive medical device company for carotid artery
procedures, announced today it has entered into a definitive
agreement to be acquired by Boston Scientific Corporation (“Boston
Scientific”) (NYSE: BSX), a global medical technology leader, for
$27.50 in cash per share, representing an equity value of
approximately $1.26 billion. The per share price represents an
approximate 38% premium to the volume-weighted average share price
of Silk Road Medical’s common stock over the past 60 days.
The board of directors of Silk Road has unanimously approved the
transaction and recommend that Silk Road stockholders adopt the
merger agreement. The transaction is expected to close in the
second half of 2024, subject to the satisfaction of customary
closing conditions, including approval by Silk Road’s stockholders
and applicable regulatory approvals.
Upon the completion of the transaction, Silk Road will become a
wholly-owned subsidiary of Boston Scientific.
BofA Securities, Inc.is serving as exclusive financial advisor,
and Wilson Sonsini Goodrich & Rosati, P.C. is serving as the
legal advisor to Silk Road Medical.
About Silk Road Medical
Silk Road Medical, Inc. (NASDAQ: SILK), is a medical device
company located in Sunnyvale, California, and Plymouth, Minnesota,
that is focused on reducing the risk of stroke and its devastating
impact. The company has pioneered a new approach for the treatment
of carotid artery disease called TransCarotid Artery
Revascularization (TCAR). TCAR is a clinically proven procedure
combining surgical principles of neuroprotection with minimally
invasive endovascular techniques to treat blockages in the carotid
artery at risk of causing a stroke. For more information on how
Silk Road Medical is delivering brighter patient outcomes through
brighter clinical thinking, visit www.silkroadmed.com and connect
on X, LinkedIn and Facebook.
Investor Contact:Marissa BychGilmartin
Groupinvestors@silkroadmed.com
Media Contact:Michael Fanucchi Silk Road
Medicalmfanucchi@silkroadmed.com
Cautionary Statement Regarding Forward-Looking
Statements
This communication may contain forward-looking statements, which
include all statements that do not relate solely to historical or
current facts, such as statements regarding the pending acquisition
(the “Merger”) of Silk Road Medical, Inc. (“Silk Road”), the
expected timing of the closing of the Merger and other statements
that concern Silk Road’s expectations, intentions or strategies
regarding the future. There can be no assurance that the Merger
will in fact be consummated. Known and unknown risks and
uncertainties could cause actual results to differ materially from
those indicated in the forward-looking statements, including, but
not limited to: (i) the risk that the Merger may not be completed
on the anticipated timeline or at all; (ii) the failure to satisfy
any of the conditions to the consummation of the Merger, including
the risk that required approvals from Silk Road’s stockholders for
the Merger or required regulatory approvals to consummate the
Merger are not obtained, on a timely basis or at all; (iii) the
occurrence of any event, change or other circumstance or condition
that could give rise to the termination of the merger agreement
with Boston Scientific Corporation and its affiliates (the “Merger
Agreement”), including in circumstances requiring Silk Road to pay
a termination fee; (iv) the effect of the announcement or pendency
of the Merger on Silk Road’s business relationships, operating
results and business generally; (v) risks that the Merger disrupts
Silk Road’s current plans and operations; (vi) Silk Road’s ability
to retain and hire key personnel and maintain relationships with
key business partners, customers and others with whom it does
business; (vii) the diversion of management’s or employees’
attention during the pendency of the Merger from Silk Road’s
ongoing business operations and other opportunities; (viii) the
amount of costs, fees, charges or expenses resulting from the
Merger; (ix) potential litigation relating to the Merger; (x) risks
that the benefits of the Merger are not realized when or as
expected; (xi) the risk that the price of Silk Road’s common stock
may fluctuate during the pendency of the Merger and may decline
significantly if the Merger is not completed; and (xii) other risks
described in Silk Road’s filings with the U.S. Securities and
Exchange Commission (the “SEC”), including Silk Road’s Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q, and in
Silk Road’s other filings with the SEC. While the list of risks and
uncertainties presented here is, and the discussion of risks and
uncertainties to be presented in the proxy statement on Schedule
14A that Silk Road will file with the SEC relating to the special
meeting of Silk Road’s stockholders called to adopt the Merger
Agreement (among other things) (the “Special Meeting”) will be,
considered representative, no such list or discussion should be
considered a complete statement of all potential risks and
uncertainties. The forward-looking statements speak only as of the
date they are made. Except as required by applicable law or
regulation, Silk Road undertakes no obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional Information and Where to Find It
Silk Road, the members of Silk Road’s board of directors and
certain of Silk Road’s executive officers are participants in the
solicitation of proxies from stockholders in connection with the
Merger. Silk Road plans to file a proxy statement (the “Transaction
Proxy Statement”) with the SEC in connection with the solicitation
of proxies to approve the Merger. Jack W. Lasersohn, Chas S.
McKhann, Rick D. Anderson, Kevin J. Ballinger, Tanisha V. Carino,
Ph.D., Tony M. Chou, M.D., Elizabeth H. Weatherman and Donald J.
Zurbay, all of whom are members of Silk Road’s board of directors,
and Lucas W. Buchanan, Silk Road’s Chief Operating Officer and
Chief Financial Officer, Andrew S. Davis, Silk Road’s Chief
Commercial Officer, Kevin M. Klemz, Silk Road’s Executive Vice
President, Chief Legal Officer and Secretary and Richard M. Ruedy,
Silk Road’s Executive Vice President of Regulatory and Clinical
Affairs and Quality Assurance, are participants in Silk Road’s
solicitation. Information regarding such participants, including
their direct or indirect interests, by security holdings or
otherwise, will be included in the Transaction Proxy Statement and
other relevant documents to be filed with the SEC in connection
with the Merger. Additional information about such participants is
available under the captions “Corporate Governance,” “Executive
Officers” and “Stock Ownership” in Silk Road’s definitive proxy
statement in connection with its 2024 Annual Meeting of
Stockholders (the “2024 Proxy Statement”), which was filed with the
SEC on April 26, 2024 (and is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/1397702/000139770224000024/silk-20240426xdef14a.htm).
To the extent that holdings of Silk Road’s securities have changed
since the amounts printed in the 2024 Proxy Statement, such changes
have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC (which are available at
https://www.sec.gov/edgar/browse/?CIK=1397702&owner=exclude).
Information regarding Silk Road’s transactions with related persons
is set forth under the caption “Certain Relationships and Related
Party Transactions” in the 2024 Proxy Statement. Certain
illustrative information regarding the payments that may be owed,
and the circumstances in which they may be owed, to Silk Road named
executive officers in a change of control of Silk Road is set forth
under the caption “Executive Compensation—Potential
Post-Termination and Change in Control Payments” in the 2024 Proxy
Statement.
Promptly after filing the definitive Transaction Proxy Statement
with the SEC, Silk Road will mail the definitive Transaction Proxy
Statement and a WHITE proxy card to each stockholder entitled to
vote at the Special Meeting to consider the adoption of the Merger
Agreement. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS THAT SILK ROAD WILL FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain, free of charge, the
preliminary and definitive versions of the Transaction Proxy
Statement, any amendments or supplements thereto and any other
relevant documents filed by Silk Road with the SEC in connection
with the Merger at the SEC’s website (http://www.sec.gov). Copies
of Silk Road's definitive Transaction Proxy Statement, any
amendments or supplements thereto, and any other relevant documents
filed by Silk Road with the SEC in connection with the Merger will
also be available, free of charge, at Silk Road’s investor
relations website (https://investors.silkroadmed.com/sec-filings),
or by emailing Silk Road investor relations department
(investors@silkroadmed.com).
Silk Road Medical (NASDAQ:SILK)
Historical Stock Chart
From Jun 2024 to Jul 2024
Silk Road Medical (NASDAQ:SILK)
Historical Stock Chart
From Jul 2023 to Jul 2024