Item 2.01 Completion of Acquisition or Disposition of Assets
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As previously disclosed, on September 27, 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 October 7, 2016, Purchaser commenced a tender offer (the “Offer”) for the Company’s 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, November 21, 2016, and Purchaser accepted all validly tendered Shares for purchase. In accordance with the terms of the Merger Agreement, on November 22, 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 Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 27, 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 October 7, 2016, each of which is incorporated herein by reference.
A copy of the joint press release issued by the Company, Parent and Purchaser on November 22, 2016 announcing the expiration and results of the Offer and the consummation of the Merger is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
