ENDOCHOICE HOLDINGS,INC. (NYSE:GI) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01Completion of Acquisition or Disposition of Assets.
As previously disclosed, on September27, 2016, EndoChoice
Holdings,Inc., a Delaware corporation (the Company), entered into
an Agreement and Plan of Merger (the Merger Agreement) with
Boston Scientific Corporation, a Delaware corporation (Parent),
and Falcon Merger Corp.,Inc., a Delaware corporation and
wholly-owned subsidiary of Parent (Purchaser), providing for the
merger of Purchaser with and into the Company (the Merger), with
the Company surviving the Merger as a direct wholly-owned
subsidiary of Parent. In accordance with the terms of the Merger
Agreement, and as previously disclosed, on October7, 2016,
Purchaser commenced a tender offer (the Offer) for the Companys
common stock, par value $0.001 per share (the Shares). By its
terms, the Offer expired one minute after 11:59 P.M., New York
City time, on Monday, November21, 2016, and Purchaser accepted
all validly tendered Shares for purchase. In accordance with the
terms of the Merger Agreement, on November22, 2016 (the Closing
Date), the Merger was consummated. At the effective time of the
closing of the Merger (the Effective Time), each Share issued and
outstanding immediately prior to the Effective Time (other than
Shares irrevocably accepted for payment in the Offer, Shares held
by Parent or the Purchaser and Shares for which a Company
stockholder has properly exercised appraisal rights under
Delaware law) was automatically converted into the right to
receive $8.00 per Share, net to the holder in cash, less any
applicable withholding taxes and without interest.
The foregoing description of the Merger, the Merger Agreement and
the Offer does not purport to be complete in all respects and is
qualified in its entirety by reference to both the Merger
Agreement, which was attached as Exhibit2.1 to the Companys
Current Report on Form8-K filed with the Securities and Exchange
Commission (the SEC) on September27, 2016, and the Offer to
Purchase, which was attached as Exhibit(a)(1)(A)to the Schedule
TO of Parent and Purchaser filed with the SEC on October7, 2016,
each of which is incorporated herein by reference.
A copy of the joint press release issued by the Company, Parent
and Purchaser on November22, 2016 announcing the expiration and
results of the Offer and the consummation of the Merger is
attached hereto as Exhibit99.1 and is incorporated herein by
Item 3.01Notice of Delisting or Failure to Satisfy a
Continued Listing Ruleor Standard; Transfer of Listing.
On November22, 2016, the Company notified the New York Stock
Exchange (NYSE) of the completion of the Merger and requested
that (i)trading of the Shares on the NYSE be suspended prior to
the opening of business on November22, 2016 and (ii)the NYSE file
with the SEC a Notification of Removal from Listing and/or
Registration under Section12(b)of the Securities Exchange Act of
1934, as amended (the Exchange Act), on Form25 to delist and
deregister the Shares. As of the opening of business on
November22, 2016, the Shares which traded under the symbol GI,
ceased trading on, and are being delisted from, the NYSE. The
Company intends to file with the SEC a certification on Form15
under the Exchange Act requesting the termination of the
registration of the Shares under Section12(g)of the Exchange Act
and the suspension of the Companys reporting obligations under
Sections 13 and 15(d)of the Exchange Act.
The information set forth under Item 2.01 of this Current Report
on Form8-K is incorporated into this Item 3.01 by reference.
Item 5.01Changes in Control of Registrant.
As a result of the consummation of the Offer and the Merger, a
change in control of the Company occurred and the Company became
an wholly-owned subsidiary of Parent. The information set forth
under Items 2.01,Item 5.02 and Item 5.03 of this Current Report
on Form8-K is incorporated into this Item 5.01 by reference.
Purchaser obtained the funds for the purchase of the Companys
outstanding Shares, options and restricted stock units in the
transaction from Parent.
Item 5.02Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangement of Certain Officers.
In connection with the Merger, the members of the Companys
Board of Directors immediately prior to the Effective Time,
which consisted of James R. Balkcom, J. Scott Carter, D. Scott
Davis, William R. Enquist, Mark G. Gilreath, R. Scott
Huennekens, David L. Kaufman and David H. Mowry, resigned as
directors of the Company. On November22, 2016, Vance R. Brown
and Mark R. Slicer became the new directors of the Company by
operation of law immediately following the Effective Time.
The information set forth under Item 2.01 of this Current
Report on Form8-K is incorporated into this Item 5.02 by
Item 5.03Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
to the Merger Agreement, on the Closing Date, the Certificate
of Incorporation of the Company was amended and restated in its
entirety (the Certificate of Incorporation) and the Bylaws of
the Company were amended and restated in their entirety (the
Bylaws). A copy of the Certificate of Incorporation and the
Bylaws are attached to this Current Report on Form8-K as
Exhibit3.1 and Exhibit3.2, respectively, and are incorporated
herein by reference.
Item 9.01Financial Statements and Exhibits.
Agreement and Plan of Merger dated as of September27,
Offer to Purchase, dated October7, 2016 (incorporated by
Certificate of Incorporation of EndoChoice Holdings,Inc.
Bylaws of EndoChoice Holdings,Inc.
Joint Press Release issued by EndoChoice Holdings,Inc.,
About ENDOCHOICE HOLDINGS, INC. (NYSE:GI)
EndoChoice Holdings, Inc. is a medical device company. The Company is focused on designing and commercializing a platform of products and services for gastrointestinal (GI) caregivers. The Company offers a range of products and services that span single-use devices and infection control products, pathology and imaging systems. The Company’s products are used in colonoscopy and procedures of the upper GI tract, including esophagogastroduodenoscopy (EGD). The Company’s imaging products include Fuse system, EndoCart, and Endoscope repair and maintenance. The Company’s single-use therapeutic devices include Neptune injection needle, Boa polypectomy snare, Rescue retrieval devices, Blox bite block, TrapEase polyp traps, Hydra irrigation system, EndoGlide+, Compliance EndoKit, SafeStart, EndoKit, CinchPad and GI pathology. The Company serves over 2,500 GI departments that perform endoscopic procedures. ENDOCHOICE HOLDINGS, INC. (NYSE:GI) Recent Trading Information
ENDOCHOICE HOLDINGS, INC. (NYSE:GI) closed its last trading session 00.00 at 8.00 with 14,076 shares trading hands.