Penumbra(US:PEN)2026-01-15 12:15Merger 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].