MARLBOROUGH, Mass. and
ALPHARETTA, Ga., Sept. 27, 2016 /PRNewswire/ -- Boston Scientific
(NYSE: BSX) and EndoChoice Holdings, Inc. (NYSE: GI) today
announced the companies have entered into a definitive agreement
under which Boston Scientific has agreed to acquire EndoChoice.
Upon completion of the transaction, EndoChoice will become part of
the Boston Scientific endoscopy business.
EndoChoice develops and commercializes innovative products and
services for specialists treating a wide range of gastrointestinal
(GI) conditions. The EndoChoice portfolio includes single-use
devices, such as resection and retrieval devices, needles, graspers
and infection control kits. The company also has strong positions
in pathology services and imaging technologies.
Under the terms of the agreement, Boston Scientific will launch
a tender offer for all EndoChoice outstanding shares at a cash
price of $8.00 per share. Following
the tender offer, if successful, all remaining shares of EndoChoice
will receive the same consideration paid to stockholders who
participated in the tender offer. The total equity value is
approximately $210 million and the
transaction is expected to close in the fourth quarter of 2016
subject to customary closing conditions.
"The addition of EndoChoice products and services to our
portfolio supports our strategy to provide comprehensive
solutions to gastroenterology caregivers and the patients they
serve," said Art Butcher, senior
vice president and president, Boston Scientific, endoscopy. "We
expect the acquisition to expand our leadership into new categories
in the endoscopy market, and to drive strong, continued growth of
our endoscopy business."
Mark Gilreath, founder and chief
executive officer, EndoChoice, said, "The combination of our broad
portfolio of products and services for the gastroenterology
physician, with the complementary products and large global
infrastructure of the Boston Scientific endoscopy business, creates
an enhanced growth platform for both businesses, and delivers
immediate value for our shareholders."
The acquisition is expected to be breakeven to Boston Scientific
adjusted earnings per share in 2017, and accretive thereafter. The
transaction is expected to be less accretive (or dilutive, as the
case may be) on a GAAP basis, due to amortization expense and
transaction and integration costs.
EndoChoice generated approximately $75
million of total sales in the twelve month period ended
June 30, 2016. The EndoChoice imaging
portfolio includes the Full Spectrum Endoscopy (FUSE®)
colonoscope, which enables doctors to better see anatomy and find
more lesions during colonoscopies. With respect to the FUSE
colonoscope, Boston Scientific intends to evaluate strategic
options, and expects to provide further clarity at or around the
time of transaction closing.
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 more than 35 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. For more information on the Boston Scientific
endoscopy business visit
http://www.bostonscientific.com/en-US/medical-specialties/gastroenterology.html.
About EndoChoice
Based
near Atlanta, Georgia, EndoChoice (NYSE: GI) is a medtech
company focused on the manufacturing and commercialization of
platform technologies including endoscopic imaging systems, devices
and infection control products and pathology services for
specialists treating a wide range of gastrointestinal conditions,
including colon cancer. EndoChoice serves more than 2,500 customers
in the United States and works with distribution partners
in 30 countries. The Company was founded in 2008 and has rapidly
developed a broad and innovative product portfolio.
EndoChoice, and Full Spectrum Endoscopy (Fuse®) are
registered trademarks of EndoChoice Holdings, Inc.
Important additional information will be filed with the U.S.
Securities and Exchange Commission
This announcement is not
a recommendation, and offer to purchase, or a solicitation of an
offer to sell shares of EndoChoice stock. Boston Scientific has not
yet commenced the tender offer for shares of EndoChoice stock
described in this announcement. Upon commencement of the tender
offer, Boston Scientific will file with the U.S. Securities and
Exchange Commission (SEC) a tender offer statement on schedule TO
and related exhibits, including an offer to purchase, letter of
transmittal, and other related documents. Following commencement of
the tender offer, EndoChoice will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9. These
documents will contain important information about Boston
Scientific, EndoChoice, the transaction, and related matters.
Investors and security holders are urged to read each of these
documents carefully when they are available. Investors and security
holders will be able to obtain free copies of the tender offer
statement, the tender offer solicitation/recommendation statement
and other documents filed with the SEC by Boston Scientific and
EndoChoice through the web site maintained by the SEC at
www.sec.gov. In addition, investors and security holders will be
able to obtain these documents by contacting the investor relations
departments of Boston Scientific or EndoChoice.
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 EndoChoice transaction, our business plans,
regulatory approvals 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 earnings per share. Adjusted earnings per share
excludes goodwill and intangible asset impairment charges;
acquisition-, divestiture-, litigation- and restructuring-related
charges and credits; certain discrete tax items and amortization
expense. Non-GAAP measures such as adjusted earnings per
share are not in accordance with generally accepted accounting
principles in the United States. The GAAP financial measure
most directly comparable to adjusted earnings per share is GAAP
earnings per share. The difference between our estimated
impact of the acquisition on our GAAP and adjusted earnings per
share relates to amortization expense on acquired intangible assets
and acquisition-related net charges, which primarily include exit
costs and other fees. These amounts are excluded by the
Company for purposes of measuring adjusted earnings per share.
Management uses adjusted earnings per share along with other
supplemental non-GAAP measures to evaluate performance period over
period, to analyze the underlying trends in our business, to assess
its performance relative to its competitors, and to establish
operational goals and forecasts that are used in allocating
resources. Non-GAAP financial measures, including adjusted
earnings per share, should not be considered in isolation from or
as a replacement for GAAP financial measures. We believe that
presenting non-GAAP financial measures in addition to GAAP
financial measures provides investors greater transparency to the
information used by our management for its financial and
operational decision-making and allows investors to see our results
"through the eyes" of management. We further believe that
providing this information better enables our investors to
understand our operating performance and to evaluate the
methodology used by management to evaluate and measure such
performance.
CONTACTS:
Catherine Brady
Media Relations
Boston Scientific Corporation
508-683-4797 (office)
Catherine.brady@bsci.com
Susie Lisa, CFA
Investor Relations
Boston Scientific Corporation
(508) 683-5565 (office)
investor_relations@bsci.com
EndoChoice Contact:
David Gill, President & Chief
Financial Officer
david.gill@endochoice.com
678-585-1040
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SOURCE Boston Scientific Corporation