More than 96 percent of the shares represented at the meeting and more than 73 percent of the outstanding shares of Boston Scientific were voted in favor of the transaction at the Boston Scientific shareholders meeting. More than 98 percent of the shares represented at the meeting and more than 66 percent of the outstanding shares of Guidant were voted in favor of the transaction at the Guidant shareholders meeting.
"We are pleased and gratified by the strong support we have received from Boston Scientific's and Guidant's shareholders," said Boston Scientific president and chief executive officer Jim Tobin. "We are excited about the prospect of creating a global leader in cardiovascular devices, and we are eager to begin working with our colleagues at Guidant to realize the substantial benefits this combination will bring to shareholders, employees, physicians and patients."
The merger remains subject to customary closing conditions, and Boston Scientific and Guidant expect the transaction to close shortly after U.S. and European authorities complete their antitrust reviews. Boston Scientific expects to close the transaction around the middle of April.
Under the terms of the merger agreement between Boston Scientific and Guidant announced on January 25, each share of Guidant common stock will be exchanged for $42 in cash and $38 in Boston Scientific common stock, based on the average closing price of Boston Scientific common stock during the 20 consecutive trading day period ending three trading days prior to the closing date. If the average closing price of Boston Scientific common stock during this period is less than $22.62, Guidant shareholders will receive 1.6799 Boston Scientific shares for each share of Guidant common stock, and if the average closing price of Boston Scientific common stock during this period is greater than $28.86, Guidant shareholders will receive 1.3167 Boston Scientific shares for each share of Guidant common stock. Guidant shareholders will receive an additional $0.0132 in cash per Guidant share for each day beginning on April 1 through the closing date of the merger. Boston Scientific has also entered into an agreement with Abbott under which Abbott will acquire Guidant's vascular intervention and endovascular businesses, while agreeing to share rights to Guidant's drug-eluting stent program with Boston Scientific.