MARLBOROUGH, Mass.,
Aug. 19, 2019 /PRNewswire/ -- Boston
Scientific Corporation (NYSE: BSX) today announced the completion
of its acquisition of BTG plc. (LSE: BTG) pursuant to the
previously announced scheme of arrangement. BTG develops and
commercializes products used in minimally-invasive procedures
targeting cancer and vascular diseases, as well as specialty
pharmaceuticals.
BTG has three key businesses, the largest of which is its
highly-differentiated Interventional Medicine portfolio that
encompasses interventional oncology therapeutic technologies for
patients with liver and kidney cancers, as well as a vascular
portfolio for treatment of deep vein thrombosis, pulmonary
embolism, deep venous obstruction and superficial venous
disease.
"The addition of the BTG Interventional Medicine portfolio
reinforces our category leadership strategy and enables us to offer
best-in-class technologies, unparalleled clinical evidence and a
strengthened commercial infrastructure to support physicians
treating some of the most challenging diseases impacting patient
health around the world," said Mike
Mahoney, chairman and chief executive officer, Boston
Scientific. "Leveraging the employee talent and clinical and
commercial expertise of these two high-performing organizations
will generate continued innovation and access so that we may
advance patient care in ways that neither company could do
alone."
In addition to the Interventional Medicine product lines, the
BTG portfolio also includes a specialty pharmaceutical business
comprised of acute care antidotes to treat overexposure to certain
medications and toxins, and a licensing business that receives
royalties related to BTG intellectual property and product license
agreements.
Upon the effectiveness of the scheme of arrangement, BTG became
a wholly-owned subsidiary of Boston Scientific, and BTG shares no
longer trade on the London Stock Exchange. Under the terms of the
previously announced transaction, holders of BTG common shares will
receive 840 pence in cash per
share.
Boston Scientific expects to complete the previously announced
sale of its global embolic microspheres portfolio – comprised of
Embozene®, Embozene TANDEM® and ONCOZENE™ brands – to Varian
Medical Systems, Inc. in due course, a transaction entered into in
connection with obtaining the antitrust clearances required to
complete the BTG transaction.
In addition, the company is initiating a process to explore the
divestiture of the royalty stream associated with BTG's Zytiga®
licensing arrangements and anticipates closing this divestiture by
the end of 2019.
The transaction is expected to be immaterial to adjusted
earnings per share in 2019 as a result of the BTG transaction
closing later than originally anticipated, the divestiture of the
Boston Scientific embolic microspheres portfolio, and the treatment
of the licensing business as an asset for accounting purposes and
its intended divestiture. The transaction is expected to be
four to five cents accretive in 2020
on an adjusted basis, and increasingly accretive thereafter. On a
GAAP basis, the transaction is expected to be less accretive, or
more dilutive as the case may be, due to amortization expense and
acquisition-related net charges.
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 40 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.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements may be identified by words like
"anticipate," "expect," "project," "believe," "plan," "estimate,"
"intend" and similar words. These forward-looking statements
are based on our beliefs, assumptions and estimates using
information available to us at the time and are not intended to be
guarantees of future events or performance. These
forward-looking statements include, among other things, statements
regarding the financial impact of the BTG transaction, the closing
of the divestiture of our microspheres business, our business
plans, regulatory approvals, product development and product
performance and impact. If our underlying assumptions turn
out to be incorrect, or if certain risks or uncertainties
materialize, actual results could vary materially from the
expectations and projections expressed or implied by our
forward-looking statements. These factors, in some cases,
have affected and in the future (together with other factors) could
affect our ability to implement our business strategy and may cause
actual results to differ materially from those contemplated by the
statements expressed in this press release. As a result,
readers are cautioned not to place undue reliance on any of our
forward-looking statements.
Factors that may cause such differences include, among other
things: future economic, competitive, reimbursement and regulatory
conditions; new product introductions; demographic trends;
intellectual property; litigation; financial market conditions; and
future business decisions made by us and our competitors. All
of these factors are difficult or impossible to predict accurately
and many of them are beyond our control. For a further list
and description of these and other important risks and
uncertainties that may affect our future operations, see Part I,
Item 1A – Risk Factors in our most recent Annual Report on
Form 10-K filed with the Securities and Exchange Commission, which
we may update in Part II, Item 1A – Risk Factors in
Quarterly Reports on Form 10-Q we have filed or will file
hereafter. We disclaim any intention or obligation to
publicly update or revise any forward-looking statements to reflect
any change in our expectations or in events, conditions or
circumstances on which those expectations may be based, or that may
affect the likelihood that actual results will differ from those
contained in the forward-looking statements. This cautionary
statement is applicable to all forward-looking statements contained
in this document.
Use of Non-GAAP Financial Measures
To supplement our consolidated financial statements presented on a
GAAP basis, we disclose certain non-GAAP financial measures,
including adjusted net income and adjusted net income (earnings)
per share that excludes certain charges and/or credits, such as
amortization expense and acquisition-related net charges (credits).
These non-GAAP financial measures are not in accordance with
generally accepted accounting principles in the United
States and should not be considered in isolation from or as a
replacement for the most directly comparable GAAP financial
measures. Further, other companies may calculate these non-GAAP
financial measures differently than we do, which may limit the
usefulness of those measures for comparative purposes. For further
information regarding our non-GAAP measures, see Part II, Item 7 -
Management's Discussion and Analysis of Financial Condition and
Results of Operations in our most recent Annual Report on Form
10-K, which we may update in Quarterly Reports on Form 10-Q we have
filed or will file hereafter.
CONTACTS:
Trish Backes
Media Relations
Boston Scientific Corporation
(651) 582-5887 (office)
trish.backes@bsci.com
Susie Lisa, CFA
Investor Relations
Boston Scientific Corporation
(508) 683-5565 (office)
BSXInvestorRelations@bsci.com
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SOURCE Boston Scientific Corporation