-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IvPKqlKydXeNFzhR95n7xCZQBWfeyNlS6xhCNEM18SB7Sp9aHx5oSx2GEaUUPDUY iwVtf4943XEvxHJKdirKTQ== 0000885725-97-000004.txt : 19970225 0000885725-97-000004.hdr.sgml : 19970225 ACCESSION NUMBER: 0000885725-97-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970120 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970205 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON SCIENTIFIC CORP CENTRAL INDEX KEY: 0000885725 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 042695240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11083 FILM NUMBER: 97518693 BUSINESS ADDRESS: STREET 1: ONE BOSTON SCIENTIFIC PL CITY: NATICK STATE: MA ZIP: 01760-1537 BUSINESS PHONE: 5086508000 8-K 1 EXECUTION OF AGREEMENT AND PLAN OF MERGER SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 - ----------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 - ------------------------------- Date of report (Date of earliest event reported): JANUARY 20, 1997 BOSTON SCIENTIFIC CORPORATION - ---------------------------------------------------- (Exact name of registrant as specified in charter) Commission file number: 1-11083 DELAWARE 04-2695240 - ----------------- --------------- (State or other (IRS employer jurisdiction of identification no.) incorporation) One Boston Scientific Place, Natick, Massachusetts 01760-1537 - -------------------------------------------------- ---------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (508) 650-8000 --------------- ITEM 5. OTHER EVENTS On January 20, 1997, Boston Scientific Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, Target Therapeutics, Inc. ("Target") and Patriot Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), pursuant to which Merger Sub will merge (the "Merger") with and into Target. Pursuant to the Merger Agreement, shareholders of Target will receive 1.07 shares of the Company's common stock in exchange for each share of Target common stock. The Merger, valued at $1.1 billion, is expected to be accounted for as a pooling-of-interests and to qualify as a tax-free reorganization. The Merger is expected to close during the second calendar quarter of 1997 and is subject to the approval of shareholders of Target Therapeutics and regulatory approval. Goldman, Sachs & Co. is serving as financial advisors to Target Therapeutics and has issued a fairness opinion to the Target Therapeutics board of directors with respect to the proposed combination. Lehman Brothers is serving as financial advisors to the Company. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit Number Description ------------------- -------------- 99.1 Press Release of Boston Scientific Corporation, dated January 20, 1997 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 5, 1997 By: /s/ Paul W. Sandman ---------------------------- Name: Paul W. Sandman Title: Senior Vice President and General Counsel EX-99 2 PRESS RELEASE Boston Scientific And Target Therapeutics Announce Agreement To Merge Natick, Mass. and Fremont, Calif. (January 20, 1997)--Boston Scientific Corporation (NYSE:BSX) and Target Therapeutics, Inc. (NASDAQ:TGET) today jointly announced the signing of a definitive agreement to merge in a tax-free stock-for-stock transaction valued at approximately $1.1 billion. Under the merger agreement, unanimously approved by the boards of both companies, Target Therapeutics' stockholders would receive 1.07 shares of Boston Scientific common stock in exchange for each share of Target Therapeutics common stock. Target Therapeutics, Inc., headquartered in Fremont, California, designs, develops, manufactures and markets catheter-based disposable and implantable medical devices used in minimally invasive procedures to treat neurovascular diseases and disorders. The Company's products are used to treat diseased, ruptured or blocked blood vessels in the brain responsible for stroke. One of these products, the Guglielmi Detachable Coil (GDC) system, is used to treat and prevent the rupture of cerebral aneurysms. The GDC is the only device today approved by the FDA for treatment of inoperable or high risk intracranial aneurysms. Stroke currently affects over 600,000 Americans annually and is the third leading cause of death in the United States. The Company is a global leader in interventional neuroradiology with over 60% of its revenues coming from international markets. Commenting on the merger, Pete Nicholas, Chairman and Chief Executive Officer of Boston Scientific, noted, "Target Therapeutics has become the clear leader in the emerging market for minimally invasive treatment of neurovascular disease. Its impressive product line and technology base combined with Boston Scientific's technology platform will represent the broadest and deepest product offering and technology base in the world for the less invasive treatment of vascular disease (cardiovascular, peripheral vascular, and neurovascular). The two companies have complementary research and development programs which should enhance our ability to innovate within the broad spectrum of interventional medicine." "Target Therapeutics will become a separate business unit of Boston Scientific and will continue to be headquartered in Fremont, California." Gary Bang, President and Chief Executive Officer of Target Therapeutics, added, "The strategic fit with Boston Scientific is obvious. Boston Scientific is clearly a global leader in less invasive medicine. Interventional neuroradiology continues to emerge as a significant segment of less invasive medicine. The combined resources of the two companies will allow for an acceleration in the development of new and even more advanced technologies." The merger is expected to close during the second calendar quarter of 1997 and is subject to the approval of shareholders of Target Therapeutics and regulatory approval. Goldman, Sachs & Co. is serving as financial advisors to Target Therapeutics and has issued a fairness opinion to the Target Therapeutics board of directors with respect to the proposed combination. Lehman Brothers is serving as financial advisors to Boston Scientific. It is anticipated that the combination will be accounted for as a pooling-of-interests. Boston Scientific is a worldwide developer, manufacturer and marketer of medical devices whose products are used in a broad range of interventional medical specialties. Contact: Larry Best Boston Scientific Corporation 508-650-8450 Robert E. McNamara Target Therapeutics, Inc. 510-440-7644 -----END PRIVACY-ENHANCED MESSAGE-----