Boston Scientific Corporation (NYSE: BSX) today announced that its wholly owned merger subsidiary, Falcon Merger Corp., has launched its previously announced tender offer for all shares of EndoChoice Holdings, Inc. (GI) at a price of $8.00 per share net to the holder in cash.
On September 27, 2016, the parties announced that they had signed a definitive merger agreement and that the tender offer would follow. The board of directors of EndoChoice unanimously approved the terms of the merger agreement, including the tender offer, and recommended that EndoChoice shareholders tender their shares in the offer.
Under the terms of, and subject to the conditions set forth in, the merger agreement, as soon as practicable following the acceptance of shares in the tender offer, Falcon Merger Corp. will merge with and into EndoChoice pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. All issued and outstanding shares of EndoChoice common stock, other than shares purchased in the tender offer, or shares held by shareholders of EndoChoice who have validly exercised appraisal rights under Delaware law, will be cancelled and converted into the right to receive $8.00 per share, net to the holder in cash, in the merger. Following the merger, EndoChoice will be wholly-owned by Boston Scientific.