Boston Scientific (BSX) agreed on January 15, 2026 to buy Penumbra (PEN) for $374 a share in cash or 3.8721 Boston Scientific shares, with the total split 73.26% cash and 26.74% stock [1][2]. Because Boston Scientific's stock fell 51.4% from January 14 to October 20, 2026, closing at $45.58, the stock part was worth $176.49 and the blended value per Penumbra share was $321.19, 14.1% below the $374 headline [3]. Penumbra closed at $324.34 on October 20, $3.15 above that blended value, and DataPorium's deal record still listed the merger as announced and pending on October 21, 2026 [3][4].
How do you read a merger announcement?
Focus on four items, in this order:
- Premium: how much more the buyer pays than the market price before the news.
- Consideration: cash, stock or both, and whether holders can choose.
- Conditions: shareholder votes, antitrust reviews and other approvals.
- Timeline and protections: expected closing date, outside date and termination fees.
Merger documents repeat these items in a standard order: the press release gives the summary, and the proxy statement or prospectus sent to shareholders gives the details [1]. The Boston Scientific and Penumbra deal, about $14.5 billion at signing, shows why each item matters [1].
What premium did Boston Scientific offer for Penumbra?
According to the proxy statement/prospectus, the $374 price was a 19% premium to Penumbra's 30-day volume-weighted average price, a 30% premium to its 90-day average and a 15% premium to its 52-week high, all measured through January 13, 2026 [1]. Penumbra closed at $313.43 on January 14, the day before the announcement, so the premium to the last close was 19.3% [3].
A good habit is to check several premium measures. A one-day premium can look small if the stock rose on rumors, and a premium to the 52-week high shows whether long-term holders are paid more than the recent peak. DataPorium's deal record shows a one-day premium of 18.4% [4]. That figure matches the blended value of the offer on January 14 ($371.05 at Boston Scientific's $93.74 close), not the $374 headline, which is a reminder to check which price a premium uses [3][4].
The proxy also gives valuation multiples: about 10.2 times Penumbra's 2025 revenue and about 68.8 times its 2025 Adjusted EBITDA [1]. DataPorium's deal record shows a similar enterprise value of 10.2 times sales [4]. Those are high multiples, typical for a fast-growing medical device company rather than a mature business.
How is the Penumbra deal paid, and what is it worth now?
The form of payment decides how much risk the seller keeps. Each Penumbra holder could elect either $374.00 in cash or 3.8721 Boston Scientific shares per Penumbra share [1]. The ratio was set so both options were worth $374 at Boston Scientific's 10-day average price of $96.59 before the announcement [1]. The elections are subject to proration: in total, 73.26% of Penumbra shares receive cash and 26.74% receive stock, whatever holders choose [1].
The cash part is fixed; the stock part moves with the buyer's share price. The table tracks the blended value, 73.26% of $374 plus 26.74% of 3.8721 Boston Scientific shares, against Penumbra's own price [3]:
| Date (close) | BSX price | Value of 3.8721 BSX shares | Blended deal value | PEN price | Spread |
|---|---|---|---|---|---|
| January 15, 2026 | $90.03 | $348.61 | $367.21 | $350.49 | $16.72 (4.8%) |
| March 31, 2026 | $62.75 | $242.97 | $338.96 | $328.37 | $10.59 (3.2%) |
| June 30, 2026 | $42.68 | $165.26 | $318.18 | $315.75 | $2.43 (0.8%) |
| September 25, 2026 | $43.92 | $170.06 | $319.47 | $318.89 | $0.58 (0.2%) |
| October 19, 2026 | $45.05 | $174.44 | $320.64 | $322.41 | -$1.77 (-0.6%) |
| October 20, 2026 | $45.58 | $176.49 | $321.19 | $324.34 | -$3.15 (-1.0%) |
Source: DataPorium Stock Market Data, daily closing prices of BSX and PEN; deal terms from the proxy statement/prospectus [1][3]. Spread = blended deal value minus Penumbra's price, as a share of Penumbra's price.
Our analysis of DataPorium's price data shows that the gap between Penumbra's share price and the blended deal value shrank from $16.72 on January 15, 2026 to $0.58 on September 25 and turned negative, at -$3.15, on October 20, 2026.
Why was the spread so high, and why is it negative now?
The spread is the gain left for a buyer of the target's shares if the deal closes on its terms. It is wide at first because the deal can still fail and because money is tied up until closing. In January, Penumbra traded $16.72 below the blended value, and the gap narrowed as shareholders approved and the review moved on [3].
Since October 9, 2026, Penumbra has closed at or above the blended value on every trading day [3]. A negative spread means the market price already exceeds the current terms. It can reflect expectations of a rebound in the buyer's shares before closing, of better terms, or simple short-term trading; the price data do not show which. On October 20, Boston Scientific would have needed to close at about $48.63 for the blended value to equal Penumbra's $324.34 price [3].
The lesson for readers: a fixed exchange ratio moves value risk to the seller's shareholders, and a proration clause means holders may not receive the form of payment they elect.
What approvals does the deal still need?
Most deals need three kinds of approval. First, the target's shareholders: Penumbra holders approved the merger on May 6, 2026, with 28,564,786 votes for and 85,334 against [5]. Second, antitrust clearance: under the Hart-Scott-Rodino Act, the companies filed with US regulators, and on March 16, 2026 both received a Second Request from the Federal Trade Commission, a demand for more information that extends the review [2]. Third, other customary conditions, such as no court order blocking the deal [1]. A Second Request is common for large deals between competitors and does not mean the deal will be blocked, but it adds months.
For a status check, the filings list is the place to start. Since this article was first published on September 26, 2026, DataPorium's filings data show one Boston Scientific Form 8-K (a current report of a major event), filed October 7, 2026 for an event dated October 1, and one Penumbra Form 4 (an insider trading report), filed October 16 [6][7]. The list gives dates and form types only. Penumbra shares were still trading on October 20, and the deal record showed no completion or cancellation date as of October 21, 2026 [3][4].
What is the timeline, and what happens if the deal fails?
As of its second-quarter report, Boston Scientific expected to complete the deal in the second half of 2026 [2]. The merger agreement sets an initial outside date of January 14, 2027, after which either side may walk away under defined conditions [1]. That date was 86 days after October 20, 2026. Boston Scientific's next earnings report is scheduled for October 28, 2026, in DataPorium's company data [6].
Termination fees show how each party shares the risk [1]:
- Penumbra pays Boston Scientific $525 million if it accepts a better offer or in certain other cases.
- Boston Scientific pays Penumbra $900 million if the deal fails because the outside date passes or a final court or regulatory order blocks it.
The larger reverse fee, 6.2% of the $14.59 billion equity value in DataPorium's deal record, signals that the buyer accepted most of the regulatory risk [1][4]. The prospectus also notes that, during negotiations, Boston Scientific said it was prepared to divest assets with up to $250 million of 2025 revenue if needed to win approval [1].
What do analysts' price targets for Penumbra show?
Analysts' targets are split in a way that mirrors the deal terms. As of October 20, 2026, 13 analysts had a mean price target of $362.54 for Penumbra, with a median and a high of $374 and a low of $320, and an average rating of 2.7, a hold [8]. The high and median equal the cash price, while the low sits near the blended value. For Boston Scientific, 28 analysts had a mean target of $58, in a range of $44 to $78 [8]. These are analysts' targets, not deal terms.
Readers can compare this deal with others in DataPorium's M&A screener and follow both companies on DataPorium's stock pages.
Key takeaways
- Penumbra's $374 price was a 19% premium to its 30-day average and 30% to its 90-day average, per the proxy [1].
- A fixed 3.8721 exchange ratio and 73.26% cash proration put the blended value at $321.19 on October 20, 2026, 14.1% below $374 [1][3].
- The spread fell from $16.72 on January 15 to -$3.15 on October 20, 2026, when Penumbra closed at $324.34 [3].
- Shareholders approved on May 6, 2026, and an FTC Second Request extended the review; the deal record still showed it pending on October 21 [2][4][5].
- The outside date is January 14, 2027, with a $525 million break fee and a $900 million reverse fee [1].
Frequently asked questions
What is Boston Scientific paying for Penumbra?
Holders elect $374 in cash or 3.8721 Boston Scientific shares per Penumbra share, prorated to 73.26% cash and 26.74% stock [1]. At Boston Scientific's October 20, 2026 close of $45.58, the blended value was $321.19 per share [3].
When will the Boston Scientific and Penumbra deal close?
Boston Scientific expected closing in the second half of 2026, and the outside date is January 14, 2027 [1][2]. As of October 21, 2026, DataPorium's deal record still listed it as pending [4].
What is Penumbra's analyst price target?
As of October 20, 2026, 13 analysts had a mean target of $362.54, a median of $374 and a range of $320 to $374 [8]. The high equals the deal's cash price.
What is a reverse termination fee?
It is a fee the buyer pays the target if the deal fails for specified reasons, often regulatory. Boston Scientific agreed to pay Penumbra $900 million if the merger is blocked or misses its outside date [1].
Sources & References
- [1] Boston Scientific and Penumbra proxy statement/prospectus (Form 424B3), April 1, 2026, SEC EDGAR
- [2] Boston Scientific Form 10-Q for the quarter ended June 30, 2026, SEC EDGAR
- [3] DataPorium Stock Market Data (PEN and BSX daily prices)
- [4] DataPorium M&A and Investment Screener (Boston Scientific and Penumbra deal record)
- [5] Penumbra Form 8-K: results of special meeting, May 6, 2026, SEC EDGAR
- [6] DataPorium Boston Scientific (BSX) stock page (SEC filings and earnings date)
- [7] DataPorium Penumbra (PEN) stock page (SEC filings)
- [8] DataPorium Stock Screener (analyst price targets for PEN and BSX)