Penumbra (PEN) Proxy filing summary

Executive summary

• The proxy filing details a proposed merger where Penumbra will be acquired by Boston Scientific in a cash and stock transaction, with Penumbra becoming a wholly owned subsidiary of Boston Scientific.

• Penumbra shareholders can elect to receive either $374.00 in cash or 3.8721 Boston Scientific shares per Penumbra share, subject to proration (73.26% cash, 26.74% stock overall).

• The merger is valued at $374.00 per Penumbra share, but the value of the stock consideration will fluctuate with Boston Scientific's share price.

• The special meeting for shareholder approval is scheduled for May 6, 2026, and the board unanimously recommends voting in favor of the merger and related proposals.

• The merger is subject to regulatory approvals, including antitrust clearance in the US and other jurisdictions, and is expected to close in 2026.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the merger agreement, (2) an advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if more time is needed to solicit votes.

• Approval of the merger requires a majority of outstanding shares; the advisory compensation and adjournment proposals require a majority of votes cast.

• Shareholders who do not vote or abstain will have their shares counted as votes against the merger proposal.

• Dissenting shareholders have appraisal rights under Delaware law if they do not vote in favor and follow required procedures.

Board of directors and corporate governance

• The Penumbra board unanimously recommends the merger, citing a compelling premium, attractive valuation, and the opportunity for shareholders to participate in Boston Scientific's future growth.

• The board considered strategic alternatives and determined the merger consideration is the best value reasonably available.

• The board's recommendation is supported by a fairness opinion from Perella Weinberg Partners LP.

• After the merger, Penumbra will be delisted from the NYSE and no longer be a public company.