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): June 15, 1998
BOSTON SCIENTIFIC CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 1-11083 04-2695240
(State or other (Commission (IRS employer
jurisdiction of file number) 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
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Item 5. Other Events
On June 16, 1998, Boston Scientific Corporation (the "Company")
announced the signing of a definitive agreement to acquire Schneider Worldwide,
a member of the Medical Technology Group of Pfizer Inc. ("Pfizer"), for
approximately $2.1 billion in cash (the "Purchase Agreement"). Pursuant to the
terms of the Purchase Agreement, the Company will acquire both stock and assets
from Pfizer and its affiliates.
The transaction is expected to close later this year and is subject to
certain regulatory approvals. A copy of the Company's press release issued in
connection with the execution of the Purchase Agreement is attached as an
exhibit hereto and incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit Number Description
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99.1 Press Release dated June 16, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 18, 1998 By: /s/ Lawrence C. Best
--------------------------------
Lawrence C. Best
Senior Vice President -
Finance and Administration
and Chief Financial Officer
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BOSTON SCIENTIFIC CORPORATION
ANNOUNCES AGREEMENT TO ACQUIRE SCHNEIDER
Natick, Mass. (June 16, 1998)--Boston Scientific Corporation (NYSE:BSX)
announced today the signing of a definitive agreement to acquire Schneider
Worldwide, a member of the Medical Technology Group of Pfizer Inc. (NYSE:PFE),
for approximately $2.1 billion in cash. Headquartered in Bulach, Switzerland,
Schneider develops, manufactures and markets a broad range of catheter-based
technologies used in less invasive medicine. Its product offerings include
stents, angioplasty devices, and accessories for both coronary and peripheral
applications. In 1997, Schneider reported sales of approximately $330 million.
The transaction is expected to close later this year and is subject to the usual
regulatory approvals. It is expected that the transaction will be modestly
dilutive to 1999 results.
The combination will enable Boston Scientific to immediately become a
participant in a number of high growth areas of interventional medicine in which
it currently does not compete. With the technology and intellectual property
platform of Schneider, Boston Scientific will be able to offer rapid exchange
catheters in the U.S. with both a wide range of balloon angioplasty catheter
devices and coronary stent delivery systems. Boston Scientific will also gain
rights to broaden its product offering to include nylon balloon technology.
Also, with the Schneider Wallstent, Boston Scientific will, for the first time,
be able to offer a number of new non-coronary stent products including U.S. FDA
approved applications for the iliac, femoral and TIPS (transjugular intrahepatic
portosystemic shunt).
Schneider brings with it the NAMIC business, a global leader in the manufacture
and sale of a broad line of products used for controlled delivery and monitoring
of fluids during angiography and angioplasty procedures. The NAMIC product line
will enable Boston Scientific to broaden its product offerings to
catheterization labs around the world as a full service specialty supplier.
The combination should also complement many research and development programs at
Boston Scientific. Schneider has been investing in many new technology areas of
interest including carotid stenting, stent grafting, coronary radiation therapy,
and biomaterials and coatings.
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Commenting on the transaction, Pete Nicholas, Chairman and Chief Executive
Officer of Boston Scientific, noted, "We are very pleased to welcome the
worldwide Schneider organization to the BSC family. The addition of Schneider
will significantly expand our global presence and product offering for the
treatment of patients suffering from coronary and peripheral vascular disease.
Schneider, like Boston Scientific, has been an early pioneer and leader in the
field of interventional medicine. We look forward to continuing our efforts
together as a new and stronger company."
This press release contains forward looking statements with respect to the
opportunities offered by a Boston Scientific/Schneider combination. The Company
wishes to caution the reader of this press release that actual results may
differ from those discussed in the forward looking statements and may be
adversely affected by, among other things, risks and uncertainties related to
competitive offerings and new product launches, timing and scope of regulatory
approvals, research and development programs, continued international expansion
and foreign exchange fluctuations, intellectual property rights, the ability of
the Company to implement its overall business strategy and other factors
described in the Company's filings with the Securities and Exchange Commission.
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 (508-650-8450)
Sabrina Nicholson (508-647-2551)
Boston Scientific Corporation
