BBoston Scientific Corporation (NYSE:BSX) submitted a written non-binding proposal to acquire Axonics, Inc. (NasdaqGS:AXNX) from a group of shareholders for $3.6 billion on December 15, 2023. BBoston Scientific Corporation (NYSE:BSX) entered into a definitive agreement to acquire Axonics, Inc. (NasdaqGS:AXNX) from a group of shareholders for $3.6 billion on January 08, 2024. At the effective time of the merger, each share of common stock of Axonics issued and outstanding will be automatically canceled and converted into the right to receive $71.00 in cash, without interest, representing an equity value of approximately $3.7 billion. Upon completion of the transaction, Axonics will become a wholly owned subsidiary of Boston Scientific. Upon termination of the merger agreement in accordance with its terms, under specified circumstances, Axonics will be required to pay Boston Scientific a termination fee in an amount equal to $75 million and Boston Scientific will be required to pay Axonics a termination fee in an amount equal to $140 million. As of April 3, 2024, Boston and Axonics each received a request for additional information (the Second Request") from the U.S. Federal Trade Commission. The issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both the Company and Axonics have substantially complied with the Second Request, unless the waiting period is extended voluntarily by the parties or terminated earlier by the FTC. The Merger is now expected to be completed in the second half of 2024.

Consummation of the merger is subject to certain conditions, including approval of Axonics? stockholders; the expiration or termination of any waiting periods (and any extension thereof) applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; the receipt of certain additional consents, approvals, non-disapprovals and other authorizations of certain other governmental bodies applicable to the merger; subject to certain customary exceptions, the accuracy of the representations and warranties of each of Boston Scientific Corporation and Axonics, as applicable; the performance by Boston Scientific Corporation and Axonics, as applicable, in all material respects of their respective obligations under the merger agreement, and the absence of any material adverse effect of Axonics. The boards of directors of Axonics and Boston Scientific have unanimously approved the transaction. Axonics Board resolved to recommend adoption of the agreement by the stockholders of Axonics. As of March 22, 2024, Axonics stockholders approved the transaction. The transaction is expected to close in the first half of 2024. The impact to Boston Scientific adjusted earnings per share is expected to be immaterial in 2024 and accretive thereafter. J.P. Morgan Securities LLC acted financial advisor to Axonics and delivered fairness opinion to Axonics Board. Michael A. Hedge and Jason C. Dreibelbis of K&L Gates LLP are serving as legal counsel to Axonics. Clare O?Brien, Derrick Lott, Gillian Emmett Moldowan, JB Betker and Jay M. Singer of Shearman & Sterling LLP acted as legal advisors to Boston Scientific. A corporate deal team led by Charles Ruck and Luke Bergstrom of Latham & Watkins LLP represented J.P. Morgan Securities LLC, as financial advisor to Axonics. Michael A. Hedge and Jason C. Dreibelbis of Kingsdale Advisors acted as information agent to Axonics. Computershare Trust Company acted as transfer agent to Axonics. BDO USA, acted as accountant to Axonics. For financial advisory services rendered in connection with the merger, Axonics has agreed to pay J.P. Morgan approximately $40.4 million, $3 million of which became payable to J.P. Morgan upon delivery by J.P. Morgan of its opinion and the remainder of which is contingent and payable upon the consummation of the merger. Axonics will pay Kingsdale a fee of approximately $12,500.