Boston Scientific 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.
The tender offer and withdrawal rights are scheduled to expire one minute after 11:59 p.m. New York City (Eastern) time on November 4, 2016, unless extended. EndoChoice directors, affiliated funds, and certain other stockholders who collectively hold approximately 22.4% of the issued and outstanding shares of common stock of EndoChoice as of September 27, 2016, have agreed to tender their shares in the offer.
Based near Atlanta, Georgia, EndoChoice is a medical technology company focused on the manufacturing and commercialization of platform technologies including endoscopic imaging systems, devices and infection control products and pathology services for specialists treating a wide range of gastrointestinal conditions, including colon cancer.
EndoChoice serves more than 2,500 customers in the United States and works with distribution partners in 30 countries. EndoChoice was founded in 2008 and has rapidly developed a broad and innovative product portfolio.