ITEM 8.01 OTHER EVENTS.
On March 3, 2021, Boston Scientific Corporation (the "Company")
announced that it has entered into a definitive agreement to acquire Lumenis LTD. (“Lumenis”), a privately-held company
that develops and commercializes energy-based medical solutions, for an upfront cash
payment of $1.07 billion subject to closing adjustments. The Company will exclusively
acquire the Lumenis global Surgical business unit of innovative laser systems and
fibers used for urology and otolaryngology procedures, as Lumenis plans to separate its Aesthetics and Ophthalmology business units
into a new entity prior to the close of the acquisition. The Company expects to complete the transaction in the second half of
2021, subject to customary closing conditions.
A copy of the Company's press release announcing
the signing of a definitive agreement to acquire Lumenis is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference; provided, however, that information on or connected to our website or the website of any third-party hyperlinked
from or referenced in the Company's press release included as Exhibit 99.1 to this Current Report on Form 8-K is expressly not
incorporated by reference into or intended to be filed as a part of this Current Report on Form 8-K.
Cautionary Statement Regarding Forward-Looking Statements
This
Current Report on Form 8-K 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 our business plans, regulatory approvals, the closing of the acquisition and timing of
such closing, 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 (loss), adjusted
net income (loss) available to common stockholders and adjusted net income (loss) per share that excludes certain charges and/or
credits, such as amortization expense, acquisition-related net charges (credits) and investment impairment 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.