Boston Scientific Corporation announced it has entered into a definitive agreement to acquire Apollo Endosurgery, Inc for a cash price of 10 USD per share, reflecting an enterprise value of approximately 615 million USD.
The Apollo Endosurgery product portfolio includes devices used during endoluminal surgery (ELS) procedures to close gastrointestinal defects, manage gastrointestinal complications and aid in weight loss for patients suffering from obesity. ELS provides a less-invasive alternative to open and laparoscopic surgery for patients with diseases in the gastrointestinal tract or morbid obesity, while providing the potential for quicker recovery and minimizing the risks of surgical complications.
"Endoluminal surgery is an emerging field and a core focus for our Endoscopy business," said Mike Jones, senior vice president and president, Endoscopy, Boston Scientific. "We intend to expand our global capabilities in ELS with the differentiated innovation that Apollo Endosurgery offers, and we will continue to focus on procedural adoption as well as professional education in this exciting space. This acquisition also enables us to enter a new adjacency – the endobariatric market – and deliver strong, continued growth across our business."
Apollo Endosurgery is expected to generate net sales of approximately 76 million USD in 2022,5 as a result of the expected growth in its endoscopic suturing system franchise, including its OverStitch™ Endoscopic Suturing System, OverStitch Sx™ Endoscopic Suturing System and X-Tack™ Endoscopic HeliX Tacking System.
In July 2022, Apollo Endosurgery received U.S. Food and Drug Administration (FDA) de novo clearance for its Apollo ESG™, Apollo ESG Sx™, Apollo REVISE™ and Apollo REVISE Sx™ Systems, the first devices authorized by the FDA for endoscopic sleeve gastroplasty (ESG) and endoscopic bariatric revision procedures. The company's endobariatric portfolio also includes the Orbera® Intragastric Balloon for endoscopic weight management.
Boston Scientific expects to complete the transaction in the first half of 2023, subject to satisfaction of customary closing conditions. The impact to Boston Scientific's adjusted earnings per share is expected to be immaterial in 2023, and accretive thereafter. The impact to GAAP earnings per share is expected to be less accretive, or more dilutive, as the case may be, due to amortization expense and acquisition-related net charges.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words like "anticipate," "expect," "project," "believe," "plan," "estimate," "intend" and similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. These forward-looking statements include, among other things, statements regarding the financial and business impact of the transaction, product launches and product performance and impact. If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements. These factors, in some cases, have affected and in the future (together with other factors) could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the statements expressed in this press release. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.
Factors that may cause such differences include, among other things: future economic, competitive, reimbursement and regulatory conditions; new product introductions; expected procedural volumes; demographic trends; the closing and integration of acquisitions; intellectual property rights; litigation; financial market conditions; the execution and effect of our business strategy, including cost savings and growth initiatives; and future business decisions made by us and our competitors; the conditions to the completion of the proposed transaction, including the receipt of the required regulatory approvals and clearances, may not be satisfied; closing of the proposed transaction may not occur or may be delayed. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item 1A – Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC"), which we may update in Part II, Item 1A – Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statements to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this press release.
