Boston Scientific, Natick, Mass., entered the competition to buy devicemaker Guidant Corp., Indianapolis, offering $25 billion in cash and stock. Johnson & Johnson in November lowered its long-standing bid to buy Guidant by about $4 billion to $21.5 billion, citing concerns about recent recalls of Guidant devices and related investigations. The boards of J&J and Guidant approved the revised deal, which is scheduled for completion in the first quarter and includes a $625 million termination fee if Guidant backs out.
Boston Scientific and Guidant have not entered a definitive merger agreement, and any agreement would need shareholder approval. Boston Scientific said if a merger agreement is finalized before year-end, the anticipated closing would be in the first quarter. The company valued its proposal at $72 per share and said it would exchange $36 per Guidant share along with shares of Boston Scientific. Guidant shareholders would own 35% of the post-deal company. To address antitrust concerns, Boston Scientific said it would divest Guidant's vascular intervention and endovascular businesses. -- by Joseph Mantone