January 20, 2026 | Health Care | North America | Active
On 15-Jan-26, MedTech company Penumbra agreed to be acquired by its larger rival Boston Scientific in a $14.5bn cash and stock deal. Under the merger agreement approved by both boards, target shareholders can elect to receive $374 per share or 3.8721 Boston Scientific shares, subject to proration such that the total consideration will be 73.26% cash and 26.74% in stock. The offer implies a 19.3% one-day takeover premium, and the merger ratio is based on the acquirer’s 10-trading day VWAP ending 13-Jan-26. Penumbra CEO Adam Elsesser will join Boston Scientific’s board, and he has elected to take Boston Scientific shares for his 1.9% stake in Penumbra. Boston Scientific expects to fund the cash portion (around $11bn) through a mix of cash on hand and new debt. Closing conditions include Penumbra shareholder approval (simple majority, 50%); no Boston Scientific shareholder vote is required. A preliminary proxy on Form S-4 is expected within 30 business days, by 27-Feb-26. The shareholder meeting must be held within 35 days after the S-4 becomes effective, with the cash / stock election form to be mailed at least 20 business days ahead of the anticipated election deadline. Regulatory conditions include HSR, foreign antitrust, and foreign investment approvals. HSR notification is due within 20 business days (by 12-Feb-26), and other regulatory notifications within 50 calendar days, by 5-Mar-26. The merger agreement includes customary representations, warranties, and covenants, as well as a MAC with standard force-majeure carve-outs, including carve-outs for pandemics and war. Penumbra is subject to non-solicitation restrictions with a customary fiduciary out, and both parties have agreed to standard “reasonable best efforts” obligations to address regulatory issues and pursue deal completion. Remedies, including divestments, are
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