REG - Boston Scientific BTG PLC - Changes to the Stated Post-Offer Intentions

Boston ScientificAnnouncement

03/04/2020 18:50

RNS Number : 8043I
  
Boston Scientific Corporation
  
03 April 2020
  
 

THE FOLLOWING ANNOUNCEMENT IS BEING MADE PURSUANT TO THE REQUIREMENTS OF RULE 19.6(B) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"), WHICH, INTER ALIA, SAVE WITH THE CONSENT OF THE PANEL ON TAKEOVERS AND MERGERS, REQUIRES A PARTY TO AN OFFER TO PROMPTLY MAKE AN ANNOUNCEMENT SHOULD IT DECIDE TO TAKE A COURSE OF ACTION DIFFERENT FROM ITS STATED INTENTIONS DURING THE PERIOD OF 12 MONTHS FROM THE END OF THE OFFER PERIOD EXPLAINING ITS REASONS FOR SO DOING.
For immediate release
3 April 2020

Bravo Bidco Limited
an indirect wholly-owned subsidiary of 
Boston Scientific Corporation  
 
Changes to the stated post-offer intentions with regard to BTG plc (now BTG Limited)
Boston Scientific Corporation ("Boston Scientific") and Bravo Bidco Limited ("Bidco") announce that, further to the completion of Bidco's recommended cash offer for the entire issued and to be issued ordinary share capital of BTG plc (now BTG Limited, "BTG"), which was effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 on 19 August 2019 (the "Acquisition"), Boston Scientific has decided to take certain courses of action that differ in certain respects from the statements of intent made pursuant to Rules 2.7(c)(iv) and 24.2 of the Code (the "Stated Intentions"), as set out in the scheme document published on 24 January 2019 (the "Scheme Document"). 
Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.
Reasons for changes to the Stated Intentions
The revisions to the Stated Intentions, as set out below, stem from the unprecedented challenges on the global community, including healthcare providers and the healthcare industry in general, resulting from the COVID-19 pandemic which has impacted procedure volumes, particularly elective procedures as healthcare facilities pivot to focusing on managing COVID-19 and prioritising emergency procedures.   Consequently, Boston Scientific is taking proactive steps to reduce costs so that the company will be well positioned to support customers and patients, both during the crisis and when healthcare systems begin to recover and elective procedures start to return to normal volumes.   
Revisions to the Stated Intentions
The revisions to the Stated Intentions are set out below:
Boston Scientific stated in the Scheme Document that it had given assurances to the BTG Directors that, following completion of the Acquisition, it intended to fully observe the existing contractual employment rights, including pension rights, of all BTG management and employees, and that for the first 12 months after completion of the Acquisition, the terms and conditions of employment of BTG employees would be no less favourable, in the aggregate, than their terms and conditions of employment relating to remuneration, bonus, pension benefits, healthcare, or other insured benefits, severance (including notice periods) and other benefits provided to BTG employees immediately prior to completion of the Acquisition, except that Boston Scientific will provide incentive compensation arrangements to BTG employees that are consistent with Boston Scientific's compensation schemes, having regard to BTG's incentive arrangements and Boston Scientific's desire to attract and retain BTG's talented employees. 
Boston Scientific is taking certain mitigating measures that will impact the Boston Scientific group, including certain legacy BTG employees. These measures will be implemented across Boston Scientific's various businesses, and include a variety of steps that will be taken in respect of different groups of employees, depending on their particular circumstances.  In addition to cutting salaries of Boston Scientific's CEO and Executive Committee and reducing the compensation of Boston Scientific's Board of Directors, these measures include a temporary reduction of hours worked, as well as optimising operational output given changed demand for products. 
As a result of taking these steps, it is expected that 335 - 365 legacy BTG employees in non-manufacturing roles in the peripheral interventions business and in general and administrative roles will have their work week/hours worked temporarily reduced to 80% and receive a corresponding temporary reduction in aggregate remuneration. The affected legacy BTG sites are Round Lake (Minnesota, United States), Philadelphia (PA, United States), Camberley (England), Bothell (Washington, United States) and Ottawa (Canada). Some BTG legacy employees who have relocated to other Boston Scientific sites or who are not located at any specific site would also be affected. The mitigation plans, once implemented, will generally last for a period of approximately 90-days, but both the plans and timing may be subject to potential adjustments in connection with the COVID-19 situation.  
 
The timeframe for and manner of implementing these reductions will be formulated appropriately in each of the jurisdictions where affected legacy BTG employees are based, and Boston Scientific expects to communicate further details of the proposals to all affected legacy BTG employees at the appropriate time.
Enquiries:
 



Bidco / Boston Scientific
Susie Lisa (Investor Relations)
 


+1 (508) 683-5565



 


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