Boston Scientific Announces Definitive Agreement To Acquire Interventional Division Of Bayer AG

  Boston Scientific Announces Definitive Agreement To Acquire Interventional
                             Division Of Bayer AG

Acquisition Expected to Strengthen Peripheral Interventions Business and
Accelerate Growth in Peripheral Atherectomy and Thrombectomy Categories

PR Newswire

NATICK, Mass., May 15, 2014

NATICK, Mass., May 15, 2014 /PRNewswire/ --In a move to expand significantly
its portfolio of leading solutions for peripheral interventions, Boston
Scientific Corporation (NYSE: BSX) has entered into a definitive agreement to
acquire the Interventional Division of Bayer AG for $415 million in cash,
including fees for transitional services. The company expects to close the
transaction in the second half of 2014, subject to customary closing

The addition of Bayer Interventional's strong commercial organization and
innovative technologies supports Boston Scientific's strategy to provide a
comprehensive portfolio of leading solutions to treat peripheral vascular
disease. The acquisition is expected to improve Boston Scientific's access to
a number of attractive segments in the peripheral space, including the growing
atherectomy and thrombectomy categories. In 2013, Bayer Interventional
generated sales of approximately $120 million.

"We expect this acquisition will help fuel continued growth for the company
and we are looking forward to welcoming the team from Bayer Interventional to
Boston Scientific," said Mike Mahoney, president and chief executive officer,
Boston Scientific. "These technologies help physicians save both limbs and
lives, and we believe this transaction will enable us to reach more
effectively the greater than 27 million patients worldwide who suffer from the
debilitating effects of peripheral vascular disease."

Upon completion of the transaction, Bayer Interventional will become part of
the existing Boston Scientific Peripheral Interventions business.

"The addition of Bayer Interventional will expand our commercial footprint and
enhance our ability to provide physicians and healthcare systems with a
complete portfolio of solutions to treat challenging vascular conditions,"
said Jeff Mirviss, president, Peripheral Interventions, Boston Scientific.
"We believe this acquisition will accelerate the growth of our Peripheral
Interventions business and strengthen our position as a global leader in
peripheral therapies."

Based near Minneapolis, Minn., Bayer Interventional has approximately 350
employees and offers a number of innovative technologies designed to treat
coronary and peripheral vascular disease. The transaction includes the
AngioJet^® Thrombectomy System and the Fetch^® 2 Aspiration Catheter, which
use endovascular techniques to remove blood clots from blocked arteries and
veins, and the JetStream^® Atherectomy System, a minimally invasive device
used to remove plaque from diseased peripheral arteries.

"We are confident that the planned sale of AngioJet, Jetstream and Fetch2 is a
positive step for the long-term sustainability of these products given Boston
Scientific's strong position in devices for peripheral and cardiovascular
diseases," added Alan Main, president of Bayer HealthCare's Medical Care
Division and member of the Bayer HealthCare Executive Committee.

The agreement calls for an up-front payment of $415 million. The company
currently expects the transaction to be immaterial to adjusted earnings per
share in 2014, accretive by approximately $.01 in 2015 and increasingly
accretive thereafter. On a GAAP earnings per share basis, the company expects
the transaction to be slightly dilutive in 2014, immaterial in 2015, and less
accretive than on an adjusted earnings per share basis thereafter as a result
of acquisition-related net charges and amortization, which will be determined
following the closing. Closing of the transaction is subject to customary
conditions, including relevant antitrust clearance, and is expected to occur
in the second half of 2014.

About Boston Scientific
Boston Scientific transforms lives through innovative medical solutions that
improve the health of patients around the world. As a global medical
technology leader for more than 30 years, we advance science for life by
providing a broad range of high performance solutions that address unmet
patient needs and reduce the cost of healthcare. For more information, visit and connect on Twitter and Facebook.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements may be identified by words
like "anticipate," "expect," "project," "believe," "plan," "estimate,"
"intend" and similar words. These forward-looking statements are based on our
beliefs, assumptions and estimates using information available to us at the
time and are not intended to be guarantees of future events or performance.
These forward-looking statements include, among other things, statements
regarding markets for our products and our performance in those markets, our
global business plans, product performance and impact, competitive offerings,
impact of the transaction including expected accretion and dilution, and
timing of closing. If our underlying assumptions turn out to be incorrect, or
if certain risks or uncertainties materialize, actual results could vary
materially from the expectations and projections expressed or implied by our
forward-looking statements. These factors, in some cases, have affected and
in the future (together with other factors) could affect our ability to
implement our business strategy and may cause actual results to differ
materially from those contemplated by the statements expressed in this press
release. As a result, readers are cautioned not to place undue reliance on
any of our forward-looking statements.

Factors that may cause such differences include, among other things: future
economic, competitive, reimbursement and regulatory conditions; new product
introductions; demographic trends; intellectual property; litigation;
financial market conditions; and future business decisions made by us and our
competitors. All of these factors are difficult or impossible to predict
accurately and many of them are beyond our control. For a further list and
description of these and other important risks and uncertainties that may
affect our future operations, see Part I, Item 1A – Risk Factors in our most
recent Annual Report on Form 10-K filed with the Securities and Exchange
Commission, which we may update in Part II, Item 1A – Risk Factors in
Quarterly Reports on Form 10-Q we have filed or will file hereafter. We
disclaim any intention or obligation to publicly update or revise any
forward-looking statements to reflect any change in our expectations or in
events, conditions or circumstances on which those expectations may be based,
or that may affect the likelihood that actual results will differ from those
contained in the forward-looking statements. This cautionary statement is
applicable to all forward-looking statements contained in this document.

Use of Non-GAAP Financial Measures

To supplement our consolidated financial statements presented on a GAAP basis,
we disclose certain non-GAAP financial measures including adjusted earnings
per share. Adjusted earnings per share excludes goodwill and intangible asset
impairment charges; acquisition-, divestiture-, litigation- and
restructuring-related charges and credits; certain discrete tax items and
amortization expense. Non-GAAP measures such as adjusted earnings per share
are not in accordance with generally accepted accounting principles in the
United States. The GAAP financial measure most directly comparable to
adjusted earnings per share is GAAP earnings per share. The difference
between our estimated impact of the acquisition on our GAAP and adjusted
earnings per share relates to amortization expense on acquired intangible
assets and acquisition-related net charges, which primarily include exit costs
and other fees. These amounts are excluded by the Company for purposes of
measuring adjusted earnings per share.

Management uses adjusted earnings per share along with other supplemental
non-GAAP measures to evaluate performance period over period, to analyze the
underlying trends in our business, to assess its performance relative to its
competitors, and to establish operational goals and forecasts that are used in
allocating resources. Non-GAAP financial measures, including adjusted
earnings per share, should not be considered in isolation from or as a
replacement for GAAP financial measures. We believe that presenting non-GAAP
financial measures in addition to GAAP financial measures provides investors
greater transparency to the information used by our management for its
financial and operational decision-making and allows investors to see our
results "through the eyes" of management. We further believe that providing
this information better enables our investors to understand our operating
performance and to evaluate the methodology used by management to evaluate and
measure such performance.

Media: Denise Kaigler
Corporate Affairs & Communications
Boston Scientific Corporation
508-650-8330 (office)

Ryan Davenport
Global Media Relations
Boston Scientific Corporation
763-494-2664 (office)

Investors: Susie Lisa, CFA
Investor Relations
Boston Scientific Corporation
508-652-5345 (office)

SOURCE Boston Scientific Corporation

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