SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): JANUARY 20, 1997
BOSTON SCIENTIFIC CORPORATION
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(Exact name of registrant as specified in charter)
Commission file number: 1-11083
DELAWARE 04-2695240
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(State or other (IRS employer
jurisdiction of identification no.)
incorporation)
One Boston Scientific Place, Natick, Massachusetts 01760-1537
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (508) 650-8000
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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
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99.1 Press Release of Boston Scientific
Corporation, dated January 20, 1997
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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
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Name: Paul W. Sandman
Title: Senior Vice President and
General Counsel
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
