8-K
filed May 31, 2024, 7:59 PM ET
CIK 0001642545
M&A
confidence high
sentiment neutral
materiality 1.00
Shockwave Medical, Inc.: M&A transaction — Shockwave Medical completes $13.1B acquisition by Johnson & Johnson; stockholders get $335/share
Shockwave Medical, Inc.
- Merger completed May 31, 2024; each share converted to $335 cash, total equity value ~$13.1B.
- Company delisted from Nasdaq; intends to file Form 15 to suspend SEC reporting.
- All directors resigned; CEO Douglas Godshall and CFO Renee Gaeta terminated effective immediately.
- Convertible note holders get $1,293.23 per $1,000 principal if converted during Make-Whole period.
- Credit facility terminated; equity plans and Capped Call Transactions also terminated.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
C. Raymond Larkin, Jr. resigned as Director at Shockwave Medical, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Douglas Godshall, Kevin Ballinger, Laura Francis, C. Raymond Larkin, Jr., Frederic Moll, M.D., Antoine Papiernik, Maria Sainz, Sara Toyloy and F.T. “Jay” Watkins) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jennifer Kozak was appointed as Director at Shockwave Medical, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Frederic Moll, M.D. resigned as Director at Shockwave Medical, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Douglas Godshall, Kevin Ballinger, Laura Francis, C. Raymond Larkin, Jr., Frederic Moll, M.D., Antoine Papiernik, Maria Sainz, Sara Toyloy and F.T. “Jay” Watkins) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Maria Sainz resigned as Director at Shockwave Medical, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Douglas Godshall, Kevin Ballinger, Laura Francis, C. Raymond Larkin, Jr., Frederic Moll, M.D., Antoine Papiernik, Maria Sainz, Sara Toyloy and F.T. “Jay” Watkins) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sara Toyloy resigned as Director at Shockwave Medical, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Douglas Godshall, Kevin Ballinger, Laura Francis, C. Raymond Larkin, Jr., Frederic Moll, M.D., Antoine Papiernik, Maria Sainz, Sara Toyloy and F.T. “Jay” Watkins) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Douglas Godshall was terminated as President and Chief Executive Officer at Shockwave Medical, Inc..
- Action
- terminated
- Role
- President and Chief Executive Officer
Exact text from the filing
the employment of Douglas Godshall, the Company’s President and Chief Executive Officer, and Renee Gaeta, the Company’s Chief Financial Officer, was terminated effective immediately prior to the consummation of the Merger.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Antoine Papiernik resigned as Director at Shockwave Medical, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Douglas Godshall, Kevin Ballinger, Laura Francis, C. Raymond Larkin, Jr., Frederic Moll, M.D., Antoine Papiernik, Maria Sainz, Sara Toyloy and F.T. “Jay” Watkins) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Renee Gaeta was terminated as Chief Financial Officer at Shockwave Medical, Inc..
- Action
- terminated
- Role
- Chief Financial Officer
Exact text from the filing
the employment of Douglas Godshall, the Company’s President and Chief Executive Officer, and Renee Gaeta, the Company’s Chief Financial Officer, was terminated effective immediately prior to the consummation of the Merger.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Douglas Godshall resigned as Director at Shockwave Medical, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Douglas Godshall, Kevin Ballinger, Laura Francis, C. Raymond Larkin, Jr., Frederic Moll, M.D., Antoine Papiernik, Maria Sainz, Sara Toyloy and F.T. “Jay” Watkins) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Vincent Sommella was appointed as Director at Shockwave Medical, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Laura Francis resigned as Director at Shockwave Medical, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Douglas Godshall, Kevin Ballinger, Laura Francis, C. Raymond Larkin, Jr., Frederic Moll, M.D., Antoine Papiernik, Maria Sainz, Sara Toyloy and F.T. “Jay” Watkins) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Fortunati was appointed as Director at Shockwave Medical, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Ballinger resigned as Director at Shockwave Medical, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Douglas Godshall, Kevin Ballinger, Laura Francis, C. Raymond Larkin, Jr., Frederic Moll, M.D., Antoine Papiernik, Maria Sainz, Sara Toyloy and F.T. “Jay” Watkins) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
F.T. “Jay” Watkins resigned as Director at Shockwave Medical, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Douglas Godshall, Kevin Ballinger, Laura Francis, C. Raymond Larkin, Jr., Frederic Moll, M.D., Antoine Papiernik, Maria Sainz, Sara Toyloy and F.T. “Jay” Watkins) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Shockwave Medical, Inc. underwent a change of control involving Johnson & Johnson for $335.00 per share (closed 2024-05-31).
- Action
- change of control
- Counterparty
- Johnson & Johnson
- Consideration
- $335.00 per share
- Closing
- 2024-05-31
Exact text from the filing
Agreement and (ii) Company Shares with respect to which appraisal rights had been exercised) was automatically converted into the right to receive cash in an amount equal to $335.00 per share (the “Merger Consideration”), without interest and less any applicable withholdings. Pursuant to the Merger Agreement, at the Effective Time: • Each option to purchase
View on SEC.gov
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