UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ITEM 8.01 Other Events
As previously disclosed, on November 1, 2017, Boston Scientific Corporation (the “Company”) entered into a definitive agreement (the “Agreement”) with Channel Medsystems, Inc. (“Channel”) pursuant to which the Company could have been obligated to pay $145 million in cash up-front and a maximum of $130 million in contingent payments to acquire Channel. The Agreement contained a provision allowing Channel to sell the remaining equity interests of Channel to the Company upon achievement of a regulatory milestone and an option allowing the Company to acquire the remaining equity interests. The Company sent a notice of termination of the Agreement to Channel in the second quarter of 2018. In September 2018, Channel filed a complaint in Delaware Chancery Court against the Company for alleged breach of the Agreement. Channel alleged that the Company breached the Agreement by terminating it. The Company answered the complaint, denied the claims by Channel and counterclaimed to recover part of the Company’s investment in Channel, alleging fraud in the inducement. On April 2, 2019, Channel announced its receipt of FDA approval of the Cerene™ Cryotherapy Device. Trial testimony was taken in April 2019, and the post-trial briefing and hearing were subsequently completed. During the third quarter of 2019, Channel notified the Company that Channel was exercising its option to sell the remaining equity interests in Channel to the Company. The Company responded to the notification that it did not intend to purchase Channel since the Agreement had been terminated.
On December 18, 2019, the Delaware Chancery Court concluded that the Company was not entitled to terminate the Agreement and that Channel is entitled to an order of specific performance requiring the Company to close the merger. The Company is evaluating its options.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BOSTON SCIENTIFIC CORPORATION | ||||||
| Date: December 18, 2019 | By: |
/s/ Vance R. Brown |
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Vance R. Brown Vice President and Chief Corporate Counsel |
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