Silk Road Medical Announces Definitive Agreement to be Acquired by Boston Scientific
Silk Road Medical (NASDAQ:SILK) has announced a definitive agreement to be acquired by Boston Scientific (NYSE:BSX) for $27.50 per share in cash. This deal values Silk Road at approximately $1.26 billion, representing a 38% premium to the company's average share price over the past 60 days. Silk Road's board of directors has unanimously approved the transaction and recommends stockholders adopt the merger agreement. The transaction is expected to close in the second half of 2024, subject to customary closing conditions, including stockholder and regulatory approvals. Upon completion, Silk Road will become a wholly-owned subsidiary of Boston Scientific. BofA Securities is the exclusive financial advisor, with Wilson Sonsini Goodrich & Rosati serving as legal advisor to Silk Road Medical.
- Silk Road Medical to be acquired for $27.50 per share, a 38% premium over the 60-day average share price.
- Total valuation of Silk Road Medical at approximately $1.26 billion.
- Unanimous board approval for the transaction, indicating strong internal support.
- Expected completion in the second half of 2024, providing a timeline for investors.
- Silk Road Medical will become a wholly-owned subsidiary of Boston Scientific, potentially increasing its market reach.
- The transaction is subject to customary closing conditions, including stockholder and regulatory approvals, which could pose risks to completion.
- The acquisition means Silk Road Medical will lose its independence as a company.
- Potential for job redundancy and restructuring post-acquisition, which could affect employee morale and company culture.
Insights
The acquisition of Silk Road Medical by Boston Scientific for
From a financial perspective, the move is well-timed for Silk Road as it allows shareholders to capitalize on their investments at a higher price than current market value. For Boston Scientific, the acquisition diversifies its portfolio and enhances its position in the vascular intervention space, potentially leading to future revenue growth.
Investors should note the mention of “customary closing conditions” and regulatory approvals which are standard but important steps that could affect the timeline or finalization of the deal. The unanimous approval from Silk Road’s board suggests strong internal support for this deal.
Short-term: This acquisition should boost Silk Road stock prices to align with the offered acquisition price. Shareholders might see immediate gains once the deal is finalized.
Long-term: For Boston Scientific, integrating Silk Road’s technologies and products could pave the way for increased market share and financial growth. However, the integration process involves risks, including potential disruptions and operational challenges.
From a medical technology standpoint, the acquisition of Silk Road Medical by Boston Scientific is a strategic move. Silk Road specializes in minimally invasive procedures for carotid artery disease, an area with significant demand due to the aging population and increasing incidence of cardiovascular conditions.
Boston Scientific’s existing infrastructure and global reach could accelerate the adoption of Silk Road’s innovative techniques. Leveraging Boston Scientific’s established distribution channels and R&D capabilities could enhance Silk Road’s product development and market penetration. This synergy could lead to advancements in treating carotid artery disease and potentially improve patient outcomes on a larger scale.
Short-term: The focus will be on smooth integration and maintaining the quality of Silk Road’s ongoing projects and clinical trials. Any disruption could affect both companies' operations.
Long-term: The merger could lead to the development of new, innovative medical devices and therapies, benefiting the healthcare system and providing Boston Scientific with a competitive edge in the vascular market.
This acquisition reflects broader industry trends where larger medical technology companies consolidate to enhance their technological capabilities and market reach. The
The market has seen a wave of mergers and acquisitions (M&As) in the medical tech sector driven by the need to innovate and offer comprehensive solutions. This acquisition aligns with Boston Scientific’s strategy of expanding its portfolio through acquisition rather than solely relying on internal R&D.
Short-term: The announcement itself can boost Silk Road Medical’s stock price, reflecting investor optimism. Competitors might respond by seeking similar partnerships or acquisitions to stay competitive.
Long-term: The successful integration could set a precedent for future M&As, influencing market dynamics. However, it also raises the stakes for Boston Scientific to deliver on the expected synergies and financial returns.
Boston Scientific to acquire Silk Road Medical for
SUNNYVALE, Calif., June 18, 2024 (GLOBE NEWSWIRE) -- Silk Road Medical, Inc. (“Silk Road”) (NASDAQ:SILK), a leading minimally invasive medical device company for carotid artery procedures, announced today it has entered into a definitive agreement to be acquired by Boston Scientific Corporation (“Boston Scientific”) (NYSE: BSX), a global medical technology leader, for
The board of directors of Silk Road has unanimously approved the transaction and recommend that Silk Road stockholders adopt the merger agreement. The transaction is expected to close in the second half of 2024, subject to the satisfaction of customary closing conditions, including approval by Silk Road’s stockholders and applicable regulatory approvals.
Upon the completion of the transaction, Silk Road will become a wholly-owned subsidiary of Boston Scientific.
BofA Securities, Inc.is serving as exclusive financial advisor, and Wilson Sonsini Goodrich & Rosati, P.C. is serving as the legal advisor to Silk Road Medical.
About Silk Road Medical
Silk Road Medical, Inc. (NASDAQ: SILK), is a medical device company located in Sunnyvale, California, and Plymouth, Minnesota, that is focused on reducing the risk of stroke and its devastating impact. The company has pioneered a new approach for the treatment of carotid artery disease called TransCarotid Artery Revascularization (TCAR). TCAR is a clinically proven procedure combining surgical principles of neuroprotection with minimally invasive endovascular techniques to treat blockages in the carotid artery at risk of causing a stroke. For more information on how Silk Road Medical is delivering brighter patient outcomes through brighter clinical thinking, visit www.silkroadmed.com and connect on X, LinkedIn and Facebook.
Investor Contact:
Marissa Bych
Gilmartin Group
investors@silkroadmed.com
Media Contact:
Michael Fanucchi
Silk Road Medical
mfanucchi@silkroadmed.com
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain forward-looking statements, which include all statements that do not relate solely to historical or current facts, such as statements regarding the pending acquisition (the “Merger”) of Silk Road Medical, Inc. (“Silk Road”), the expected timing of the closing of the Merger and other statements that concern Silk Road’s expectations, intentions or strategies regarding the future. There can be no assurance that the Merger will in fact be consummated. Known and unknown risks and uncertainties could cause actual results to differ materially from those indicated in the forward-looking statements, including, but not limited to: (i) the risk that the Merger may not be completed on the anticipated timeline or at all; (ii) the failure to satisfy any of the conditions to the consummation of the Merger, including the risk that required approvals from Silk Road’s stockholders for the Merger or required regulatory approvals to consummate the Merger are not obtained, on a timely basis or at all; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement with Boston Scientific Corporation and its affiliates (the “Merger Agreement”), including in circumstances requiring Silk Road to pay a termination fee; (iv) the effect of the announcement or pendency of the Merger on Silk Road’s business relationships, operating results and business generally; (v) risks that the Merger disrupts Silk Road’s current plans and operations; (vi) Silk Road’s ability to retain and hire key personnel and maintain relationships with key business partners, customers and others with whom it does business; (vii) the diversion of management’s or employees’ attention during the pendency of the Merger from Silk Road’s ongoing business operations and other opportunities; (viii) the amount of costs, fees, charges or expenses resulting from the Merger; (ix) potential litigation relating to the Merger; (x) risks that the benefits of the Merger are not realized when or as expected; (xi) the risk that the price of Silk Road’s common stock may fluctuate during the pendency of the Merger and may decline significantly if the Merger is not completed; and (xii) other risks described in Silk Road’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including Silk Road’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and in Silk Road’s other filings with the SEC. While the list of risks and uncertainties presented here is, and the discussion of risks and uncertainties to be presented in the proxy statement on Schedule 14A that Silk Road will file with the SEC relating to the special meeting of Silk Road’s stockholders called to adopt the Merger Agreement (among other things) (the “Special Meeting”) will be, considered representative, no such list or discussion should be considered a complete statement of all potential risks and uncertainties. The forward-looking statements speak only as of the date they are made. Except as required by applicable law or regulation, Silk Road undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
Silk Road, the members of Silk Road’s board of directors and certain of Silk Road’s executive officers are participants in the solicitation of proxies from stockholders in connection with the Merger. Silk Road plans to file a proxy statement (the “Transaction Proxy Statement”) with the SEC in connection with the solicitation of proxies to approve the Merger. Jack W. Lasersohn, Chas S. McKhann, Rick D. Anderson, Kevin J. Ballinger, Tanisha V. Carino, Ph.D., Tony M. Chou, M.D., Elizabeth H. Weatherman and Donald J. Zurbay, all of whom are members of Silk Road’s board of directors, and Lucas W. Buchanan, Silk Road’s Chief Operating Officer and Chief Financial Officer, Andrew S. Davis, Silk Road’s Chief Commercial Officer, Kevin M. Klemz, Silk Road’s Executive Vice President, Chief Legal Officer and Secretary and Richard M. Ruedy, Silk Road’s Executive Vice President of Regulatory and Clinical Affairs and Quality Assurance, are participants in Silk Road’s solicitation. Information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the Transaction Proxy Statement and other relevant documents to be filed with the SEC in connection with the Merger. Additional information about such participants is available under the captions “Corporate Governance,” “Executive Officers” and “Stock Ownership” in Silk Road’s definitive proxy statement in connection with its 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”), which was filed with the SEC on April 26, 2024 (and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1397702/000139770224000024/silk-20240426xdef14a.htm). To the extent that holdings of Silk Road’s securities have changed since the amounts printed in the 2024 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC (which are available at https://www.sec.gov/edgar/browse/?CIK=1397702&owner=exclude). Information regarding Silk Road’s transactions with related persons is set forth under the caption “Certain Relationships and Related Party Transactions” in the 2024 Proxy Statement. Certain illustrative information regarding the payments that may be owed, and the circumstances in which they may be owed, to Silk Road named executive officers in a change of control of Silk Road is set forth under the caption “Executive Compensation—Potential Post-Termination and Change in Control Payments” in the 2024 Proxy Statement.
Promptly after filing the definitive Transaction Proxy Statement with the SEC, Silk Road will mail the definitive Transaction Proxy Statement and a WHITE proxy card to each stockholder entitled to vote at the Special Meeting to consider the adoption of the Merger Agreement. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT SILK ROAD WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Transaction Proxy Statement, any amendments or supplements thereto and any other relevant documents filed by Silk Road with the SEC in connection with the Merger at the SEC’s website (http://www.sec.gov). Copies of Silk Road's definitive Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Silk Road with the SEC in connection with the Merger will also be available, free of charge, at Silk Road’s investor relations website (https://investors.silkroadmed.com/sec-filings), or by emailing Silk Road investor relations department (investors@silkroadmed.com).
FAQ
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