BOSTON SCIENTIFIC CORP 8-K

What Happened
Boston Scientific Corporation (BSX) announced on Jan 14–15, 2026 that it entered into a definitive Agreement and Plan of Merger to acquire Penumbra, Inc. Merger Sub (a BSX wholly owned subsidiary) will merge into Penumbra, with Penumbra surviving as a BSX subsidiary. At closing Penumbra shareholders will receive, per Penumbra share, either $374.00 in cash or 3.8721 Boston Scientific shares (holders will elect cash or stock subject to a proration). The companies must satisfy customary closing conditions, including Penumbra stockholder approval, regulatory clearances (including HSR), effectiveness of a Form S-4/proxy statement, and NYSE listing approval for any BSX shares issued.

Key Details

• Consideration options per Penumbra share: $374.00 cash OR 3.8721 BSX common shares; stock/cash mix will be prorated so 73.26% of shares receive cash and 26.74% receive stock (rounded to whole shares).
• Treatment of awards: in-the-money Penumbra options (below a threshold) will be cancelled and converted into the right to receive $274 cash plus 1.0353 BSX shares (with certain VWAP-based valuation mechanics applied for testing); RSUs will vest or be converted per agreement terms.
• Termination fees: Penumbra would owe BSX $525 million in certain termination scenarios; BSX would owe Penumbra $900 million if the deal is terminated after Penumbra approval due to failure to obtain required regulatory approvals.
• Next procedural steps: BSX will file a Form S-4 and Penumbra will mail a proxy statement/prospectus to its stockholders and convene a stockholder meeting to vote on the merger.

Why It Matters
This is a material acquisition agreement that could meaningfully change Boston Scientific’s business and product portfolio by adding Penumbra as a subsidiary. The deal gives Penumbra shareholders a choice of cash or stock but limits the overall mix via proration, which affects how much BSX equity may be issued. Completion depends on shareholder and regulatory approvals and customary closing conditions; either party faces substantial termination fees in defined scenarios. Investors should watch upcoming filings (Form S-4/proxy), the Penumbra stockholder vote, and regulatory review milestones for updates.