AI English summary of an SEC filing — figures as filed
Boston Scientific BSXBoston Scientific said on January 14, 2026 it entered into an Agreement and Plan of Merger with Pinehurst Merger Sub, Inc. and Penumbra, Inc., with Penumbra surviving the merger as a wholly owned subsidiary of the company.
Key points
AI summaryBoston Scientific said on January 14, 2026 it entered into an Agreement and Plan of Merger with Pinehurst Merger Sub, Inc. and Penumbra, Inc., with Penumbra surviving the merger as a wholly owned subsidiary of the company.
The company said Penumbra stockholders will receive, at their election, 3.8721 company shares per share or $374.00 in cash, with the shares receiving cash consideration representing 73.26% of outstanding shares and the shares receiving stock consideration representing 26.74%, subject to proration.
Boston Scientific said the conditions to close the merger include approval of the merger agreement by holders of a majority of Penumbra's outstanding shares, expiration or termination of the Hart-Scott-Rodino waiting period and receipt of additional regulatory approvals, effectiveness of a Form S-4 registration statement and approval for listing on the New York Stock Exchange of the new shares to be issued.
The company said Penumbra will pay it $525,000,000 if the agreement is terminated in certain circumstances including Penumbra's entry into a definitive agreement for a superior proposal, and the company will pay Penumbra $900,000,000 if the agreement is terminated under certain conditions including failure to obtain required regulatory approvals.
Summary
AI-writtenAnalysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.
Penumbra Merger Agreement Entered Into
Boston Scientific said on January 14, 2026 it entered into an Agreement and Plan of Merger with Pinehurst Merger Sub, Inc. and Penumbra, Inc., with Penumbra surviving the merger as a wholly owned subsidiary of the company.
Source · Based on the filing body and exhibits
Penumbra Merger Consideration Per Share
The company said Penumbra stockholders will receive, at their election, 3.8721 company shares per share or $374.00 in cash, with the shares receiving cash consideration representing 73.26% of outstanding shares and the shares receiving stock consideration representing 26.74%, subject to proration.
Source · Based on the filing body and exhibits
Conditions to Close the Merger
Boston Scientific said the conditions to close the merger include approval of the merger agreement by holders of a majority of Penumbra's outstanding shares, expiration or termination of the Hart-Scott-Rodino waiting period and receipt of additional regulatory approvals, effectiveness of a Form S-4 registration statement and approval for listing on the New York Stock Exchange of the new shares to be issued.
Source · Based on the filing body and exhibits
Merger Termination Fees
The company said Penumbra will pay it $525,000,000 if the agreement is terminated in certain circumstances including Penumbra's entry into a definitive agreement for a superior proposal, and the company will pay Penumbra $900,000,000 if the agreement is terminated under certain conditions including failure to obtain required regulatory approvals.
Source · Based on the filing body and exhibits
AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.
Original filing
The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.
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