医疗科技公司Penumbra(PEN.US)大涨超12%，最高触及351.67美元，创历史新高。消息面上，波士顿科 学将以现金加股票的方式收购Penumbra，每股对价为374美元，较Penumbra周三收盘价溢价约19%。该 交易的股权价值约为145亿美元，预计将在今年内完成。(格隆汇) ...

本文源自：金融界AI电报 波士顿科学公司拟以145亿美元收购Penumbra公司后，Penumbra股价飙升11.5%，波士顿科学公司股价 下跌5.5%。 ...

来源：滚动播报 台积电涨5.2%，创历史新高，Q4业绩及2026年展望均超预期。阿斯麦涨7.2%，创历史新高，台积电亮 眼业绩提振+小摩唱多。音乐流媒体平台Spotify涨2.0%，宣布在美国等地提高订阅价格。波士顿科学跌 6.2%，Penumbra涨11.7%，波士顿科学将以145亿美元收购Penumbra。 ...

智通财经APP获悉，周四，波士顿科学(BSX.US)同意以逾140亿美元的估值收购医疗器械制造商 Penumbra(PEN.US)，后者股价盘前涨超12%，报352.6美元。波士顿科学将以现金加股票的方式收购 Penumbra，每股对价为374美元，较Penumbra周三收盘价溢价约19%。Penumbra股东可选择每股获得374 美元现金，或兑换为3.8721股波士顿科学普通股。该交易的股权价值约为146亿美元，预计将在今年内 完成。 ...

周四，波士顿科学(BSX.US)同意以逾140亿美元的估值收购医疗器械制造商Penumbra(PEN.US)，后者股 价盘前涨超12%，报352.6美元。波士顿科学将以现金加股票的方式收购Penumbra，每股对价为374美 元，较Penumbra周三收盘价溢价约19%。Penumbra股东可选择每股获得374美元现金，或兑换为3.8721 股波士顿科学普通股。该交易的股权价值约为146亿美元，预计将在今年内完成。 ...

Boston Scientific on Thursday announced plans to acquire Penumbra, a US-based thrombectomy specialist, in a cash-and-stock deal valued at about $14.5 billion, marking one of the largest transactions in the global medical technology sector this year. The acquisition is aimed at strengthening Boston Scientific's cardiovascular and vascular intervention portfolio, as the company looks to capitalise on rising demand for minimally invasive treatments for blood clots, stroke and other life-threatening conditions. ...

Boston Scientific has agreed to acquire Penumbra in a cash-and-stock deal worth $14.5 billion. ...

Core Viewpoint - Penumbra's stock experienced a significant increase of approximately 14% following the announcement of a deal on Thursday morning [1] Group 1 - The announcement of the deal positively impacted Penumbra's stock performance, indicating strong market reaction [1]

Group 1 - Boston Scientific has agreed to acquire Penumbra, a thrombectomy company, for approximately $15 billion in cash and stock [1] - This acquisition is aimed at strengthening Boston Scientific's cardiovascular portfolio [1]

Merger Agreement - Boston Scientific Corporation and Penumbra, Inc. have agreed to a merger, with Penumbra continuing as the surviving corporation and a wholly owned subsidiary of Boston Scientific[27]. - The merger is subject to the conditions set forth in Article VII and will become effective upon the filing of a certificate of merger with the Secretary of State of Delaware[31][33]. - Upon completion of the merger, all outstanding shares of Penumbra common stock will be converted into the right to receive the merger consideration, as specified in the agreement[29]. - The merger closing is scheduled to occur five business days after the satisfaction of all conditions, unless otherwise agreed in writing[32]. - The initial directors and officers of the surviving corporation will be those of Merger Sub immediately prior to the effective time, unless otherwise designated by Boston Scientific[37]. - The Amended and Restated Certificate of Incorporation of Penumbra will be amended and restated to conform to the bylaws of Merger Sub[35][36]. - The merger is expected to enhance Boston Scientific's portfolio and market position in the medical device industry[27]. - The agreement includes provisions for the conduct of business by both parties pending the merger[15]. - The merger is anticipated to create synergies and expand market reach for both companies[27]. - The board of directors of both companies has unanimously approved the merger agreement, deeming it in the best interests of their respective stockholders[29]. Share Consideration - Each share of Company Common Stock will be converted into either 3.8721 Parent Shares or $374.00 in cash, depending on the holder's election[42]. - 73.26% of the total shares will be entitled to receive cash consideration, while 26.74% will receive stock consideration[46]. - The Exchange Fund will include cash sufficient to pay the aggregate cash consideration required for the transaction[57]. - The Exchange Agent will manage the Exchange Fund and ensure it is maintained at a sufficient level for payments[58]. - Holders must submit an Election Form by the Election Deadline to specify their choice between cash or stock[49]. - If the number of Cash Elections exceeds the Maximum Cash Share Number, Stock Election Shares will be converted to Stock Consideration[47]. - The Exchange Agent will determine the allocation of Cash and Stock Consideration based on the elections made by shareholders[47]. - Any shares not properly elected by the Election Deadline will be deemed Non-Election Shares[52]. - The Company and Parent will comply with SEC regulations regarding the solicitation of elections[56]. - The Exchange Agent will invest cash in obligations guaranteed by the U.S. government[58]. - The Exchange Agent will mail a letter of transmittal and instructions for surrendering Certificates within three business days after the Effective Time[59]. - Holders of Certificates will receive the Merger Consideration and any dividends for each Share represented by the surrendered Certificates[59]. - No fractional shares will be issued; instead, cash will be provided for fractional interests, calculated based on the Parent Stock Price[63]. - The Exchange Fund will hold any undistributed portion for at least twelve months after the Effective Time[62]. - Each Company Option with an exercise price below the Equity Award Consideration Value will be converted into cash and stock consideration[69]. - Accelerated RSUs will vest and convert into the right to receive Equity Award Consideration at the Effective Time[72]. - The share transfer books will be closed at the Effective Time, ceasing further registration of transfers[68]. - No interest will accrue on any cash payable to holders of Certificates or Book-Entry Shares[60]. - The Surviving Corporation will remit any withholding amounts to the appropriate Governmental Authority[64]. - Holders of Book-Entry Shares will automatically receive the Merger Consideration without needing to deliver a Certificate[59]. Corporate Structure and Compliance - The Company has 39,229,670 Shares issued and outstanding as of January 12, 2026, all of which are fully paid and nonassessable[87]. - The authorized share capital consists of 300,000,000 shares of common stock and 5,000,000 shares of preferred stock[86]. - 6,067,836 Shares are reserved for future issuance in connection with the Company Stock Plans, excluding the Company ESPP[88]. - 591,124 Shares are reserved for future issuance under the Company ESPP[88]. - The Company has not issued any Shares, Company Options, or Company RSUs since the Capitalization Date[89]. - No Shares were held in the treasury of the Company as of the Capitalization Date[87]. - The Company is not in violation of any provisions of its Charter or Bylaws[84]. - The Company has all necessary corporate power and authority to execute and deliver the Agreement and perform its obligations[95]. - The Company Board will adopt necessary resolutions prior to the Effective Time to effect the transactions contemplated[77]. - The Merger Consideration will be adjusted if there are changes in the outstanding Shares or Parent Shares prior to the Effective Time[78]. Financial Reporting and Compliance - The Company has timely filed all required documents with the SEC under the Securities Act and the Exchange Act since January 1, 2024[102]. - Each consolidated financial statement in the Company SEC Reports was prepared in accordance with GAAP and fairly presents the Company's financial position as of the respective dates[103]. - The Company maintains a system of internal controls over financial reporting designed to provide reasonable assurances regarding the reliability of financial reporting[104]. - The Company has no undisclosed liabilities that need to be reflected on its balance sheet as of December 31, 2024[107]. - The Company has been in compliance with the Sarbanes-Oxley Act and applicable NYSE rules since January 1, 2024[108]. - There are no material outstanding comments from the SEC regarding the Company SEC Reports, nor any ongoing SEC reviews[109]. - Since December 31, 2024, there has not been a Company Material Adverse Effect[110]. Regulatory Compliance and Permits - The Company Group is in possession of all necessary permits and licenses required to operate its business[99]. - The Company has not received any written notice from a Governmental Authority alleging failure to hold any Company Permits[100]. - No member of the Company Group is currently in conflict with any Company Permit or has been in violation of any applicable laws since January 1, 2024[101]. - Each Plan intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred that would adversely affect its status[116]. - The Company has timely filed all required income and other material Tax Returns and has paid all material Taxes required, except those contested in good faith[132]. - There are no pending audits or investigations regarding material Taxes of any member of the Company Group[134]. - The Company has good and valid fee title to each parcel of Owned Real Property, free and clear of all Liens and defects in title[128]. - The Company and its Subsidiaries are in compliance with all Laws relating to the employment of labor, including wages and discrimination[124]. - There are no unfair labor practice complaints pending against the Company or any Subsidiary[123]. - The Company has not effectuated a "plant closing" or "mass layoff" in the past year[123]. - Each Company Lease is valid, binding, and enforceable, with no defaults reported[130]. - The Company has valid ownership interests in all tangible personal property reflected in the Latest Balance Sheet[131]. - No member of the Company Group has participated in any "listed transaction" within the past five years[139]. Business Operations and Insurance - The company has customer contracts with expected annual revenues exceeding $5,000,000 for the twelve-month period ending December 31, 2025[142]. - The company maintains insurance policies against all risks, including cybersecurity and product liability, with reputable carriers[145]. - The company is in compliance with all applicable Environmental Laws and possesses all necessary permits related to pollution and health safety[147]. - The company has not received any claims or notices alleging violations of Environmental Laws since January 1, 2024[147]. Intellectual Property - The company has a complete list of Registered Owned Intellectual Property, indicating status and jurisdiction[150]. - The company’s Intellectual Property is valid, enforceable, and does not conflict with third-party rights[151]. - The company has not received any written claims regarding breaches of its Intellectual Property rights in the past six years[151]. - The company is the exclusive owner of its Owned Intellectual Property, free of liens[153]. - The company has complied with all applicable notice and marking requirements for its Registered Intellectual Property[157]. - The company has not faced any actions challenging the validity or enforceability of its Intellectual Property[155]. Data Security and Privacy - The Company has maintained compliance with all privacy and information security obligations since January 1, 2024, including the Payment Card Industry Data Security Standard[164]. - There has been no unauthorized use or disclosure of Personally Identifiable Information collected by the Company or any Company Subsidiary[165]. - The Company has taken all commercially reasonable steps to maintain the confidentiality of trade secrets and confidential information[159]. - The Company and its Subsidiaries have not participated in any standards-setting activities that would affect the proprietary nature of any Company Intellectual Property[158]. - The Company has not received any written notices or complaints regarding failures to comply with Data Security Requirements[164]. - The Systems used by the Company are maintained in good working condition and are free from unauthorized access or security breaches[166]. Anti-Corruption Compliance - The Company has conducted its business in compliance with Anti-Corruption Laws and has retained accurate books and records[169]. - Since January 1, 2024, the Company has not received any inquiries or allegations concerning violations related to Anti-Corruption Laws[173]. Product Compliance - The Company Products are in material compliance with all applicable Device Regulatory Laws administered by the FDA[174]. - All preclinical and clinical investigations sponsored by the Company have been conducted in compliance with applicable laws, including Good Clinical Practices[176]. - Since January 1, 2024, all manufacturing operations for the Company Products have been conducted in compliance with QSR and FDA requirements[179]. - No material violations or adverse inspection findings have been reported by the FDA or other governmental authorities regarding the Company Products[180]. Parent Company Information - As of January 12, 2026, 1,483,019,808 Parent Shares were issued and outstanding, with 263,290,352 shares held in treasury[199]. - The authorized share capital of Parent consists of 2,000,000,000 shares of common stock and 50,000,000 shares of preferred stock[198]. - There are no outstanding obligations to repurchase or redeem any Equity Interests of any member of the Parent Group[200]. - The Company Board unanimously determined that the Merger and related transactions are advisable and in the best interests of the Company and its stockholders[188]. - The Company has received a financial opinion from Perella Weinberg Partners LP stating that the Merger Consideration is fair from a financial point of view[192]. - No member of the Company Group has been engaged in conduct that would lead to suspension or exclusion from government contracts[183]. - All Company Products have been manufactured and marketed in conformity with applicable laws and warranties since January 1, 2024[186]. - There are no existing or threatened claims against the Company Group related to defective products or services[186].