Boston Scientific to acquire Penumbra for $374 cash or 3.8721 BSX shares per share (73.26% cash/26.74% stock mix)

BOSTON SCIENTIFIC CORP

Penumbra shareholders elect cash ($374/share) or stock (3.8721 BSX shares/share); proration targets 73.26% cash, 26.74% stock.
Penumbra termination fee $525M if superior proposal accepted; BSX pays $900M if regulatory blocks after approval.
Closing conditions include Penumbra stockholder vote, HSR clearance, S-4 effectiveness, and no material adverse effect.
Outstanding Penumbra options and RSUs convert to cash/BSX stock based on formulas; certain RSUs assumed by BSX.
Transaction expected to close in H1 2026, subject to conditions.

item 1.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

BOSTON SCIENTIFIC CORP entered into Agreement and Plan of Merger with Penumbra, Inc. (effective 2026-01-14).

Action: entry
Agreement: merger
Counterparty: Penumbra, Inc.
Effective: 2026-01-14

Exact text from the filing

On January 14, 2026, Boston Scientific Corporation, a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Pinehurst Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“ Merger Sub ”), and Penumbra, Inc., a Delaware corporation (“ Penumbra ”), providing for the merger of Merger Sub with and into Penumbra (the “ Merger ”), with Penumbra surviving the Merger as a wholly owned subsidiary of the Company.

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Source: SEC EDGAR

accession 0000947871-26-000037

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