On December 28, 2022, Apollo Endosurgery, Inc. (the “Company” or “Apollo”) notified the holders of its outstanding 6.0% Convertible Debentures due 2026 (the “Debentures”) that it elected to cause the eligible portion of the aggregate principal amount of the Debentures outstanding to be converted into shares of the Company’s common stock at the fixed conversion price of $3.25 per share and to issue shares of the Company’s common stock to satisfy accrued but unpaid interest on the principal amount to be converted through December 28, 2022 (together, the “Forced Conversion”). The conditions under the Debentures to permit the Forced Conversion were satisfied on December 27, 2022. Pursuant to the terms of the Debentures, the Company expects to issue the shares of the Company’s common stock for the Forced Conversion on or about January 3, 2022. Each share of the Company’s common stock issued in the Forced Conversion will be converted into the right to receive $10 in cash, without interest, at the effective time of the Merger (as defined below) pursuant to, and subject to, the Agreement and Plan of Merger (the “Merger Agreement”, and the transactions contemplated thereby, the “Contemplated Transactions”) by and among the Company, Boston Scientific Corporation, a Delaware corporation (“Parent”), and Textile Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect wholly owned subsidiary of Parent.
As of December 28, 2022, $20,445,500 aggregate principal amount of the Debentures remains outstanding. Certain of the Debentures prohibit any conversions that would result in the applicable holder beneficially owning over a pre-specified percentage of the Company’s common stock outstanding following such conversion. The Company currently expects that approximately 5.6 million shares of the Company’s common stock, representing approximately 88% of outstanding principal amount of the Debentures and including accrued but unpaid interest on such principal amount to be converted, may be issued in the Forced Conversion despite these beneficial ownership limitations. The Company intends to file a subsequent Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) once it has confirmed the final number of shares that may be issued in the Forced Conversion, which the Company expects to occur on or about December 30, 2022.
Additional Information and Where to Find It
In connection with the Contemplated Transactions, Apollo intends to file with the SEC preliminary and definitive proxy statements relating to the Contemplated Transactions and other relevant documents. The definitive proxy statement will be mailed to Apollo’s stockholders as of a record date to be established for voting on the Contemplated Transactions and any other matters to be voted on at the special meeting. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENTS, ANY AMENDMENTS OR SUPPLEMENTS THERETO, ANY OTHER SOLICITING MATERIALS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT APOLLO, BOSTON SCIENTIFIC AND THE CONTEMPLATED TRANSACTIONS. Investors and security holders may obtain free copies of these documents (when they are available) on the SEC’s web site at www.sec.gov, on Apollo’s website at https://ir.apolloendo.com/ or by contacting Apollo’s Investor Relations department via email at investor-relations@apolloendo.com.
Participants in the Solicitation
Apollo and its directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of Apollo in connection with the Contemplated Transactions and any other matters to be voted on at the special meeting. Information regarding the names, affiliations and interests of such directors and executive officers will be included in the preliminary and definitive proxy statements (when available). Additional information regarding such directors and executive officers is included in Apollo’s definitive proxy statement on Schedule 14A for the 2022 Annual Meeting of the Stockholders, which was filed with the SEC on April 25, 2022.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Apollo’s stockholders in connection with the Contemplated Transactions and any other matters to be voted upon at the special meeting will be set forth in the preliminary and definitive proxy statements (when available) for the Contemplated Transactions. These documents are available free of charge as described in the preceding section.
Legal Notice Regarding Forward-Looking Statements
This report, including exhibits attached thereto, contains forward-looking statements which involve substantial risks and uncertainties and are based on our beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts contained in this report, including statements regarding the Contemplated Transactions (as defined below), are forward-looking statements. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” or “would,” or the negative of these words or other similar terms or expressions.
