Penumbra acquired by Boston Scientific: fairness opinion by Perella Weinberg Partners
Deal terms
Election of $374.00 in cash per share or 3.8721 Boston Scientific shares per share, subject to proration such that 73.26% of shares receive cash and 26.74% receive stock. Stock consideration valued at $374.00 based on $96.59 10-day VWAP of BSX through January 13, 2026. As of March 27, 2026 the stock consideration was worth $267.83 per Penumbra share.
Implied value per share by method vs. $374.00 offer
Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.
Opinion of Perella Weinberg Partners to the target board
Discounted cash flow assumptions
Present value as of January 13, 2026 of standalone unlevered free cash flow for CY2026-2035 plus terminal value at end of CY2035; equity value derived by adding cash and cash equivalents and subtracting financing leases, diluted shares via treasury stock method.
Selected public companies (7)
Glaukos Corporation · Insulet Corporation · TransMedics Group, Inc. · iRhythm Technologies, Inc. · DexCom, Inc. · Inspire Medical Systems, Inc. · Masimo Corporation
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / 2026E Revenue | — | — | — | 5.0x–7.0x | $211.00–$291.00 |
| EV / 2027E Revenue | — | — | — | 4.0x–6.0x | $193.00–$284.00 |
| EV / 2026E EBITDA | — | — | — | 20.0x–40.0x | $153.00–$292.00 |
Selected precedent transactions (12)
| Date | Target | Acquirer | Multiple |
|---|---|---|---|
| 2025-01-06 | Inari Medical, Inc. | Stryker Corporation | — |
| 2024-04-05 | Shockwave Medical, Inc. | Johnson & Johnson | — |
| 2024-01-08 | Axonics, Inc. | Boston Scientific | — |
| 2022-11-01 | Abiomed, Inc. | Johnson & Johnson | — |
| 2022-01-06 | Vocera Communications, Inc. | Stryker Corporation | — |
| 2021-10-06 | Baylis Medical Company, Inc. | Boston Scientific | — |
| 2021-08-06 | Intersect ENT, Inc. | Medtronic PLC | — |
| 2020-12-18 | BioTelemetry, Inc. | Philips Healthcare N.V. | — |
| 2020-08-02 | Varian Medical Systems, Inc. | Siemens Healthineers AG | — |
| 2019-11-04 | Wright Medical Group N.V. | Stryker Corporation | — |
| 2018-11-20 | BTG plc | Boston Scientific | — |
| 2017-06-28 | The Spectranetics Corporation | Philips Healthcare N.V. | — |
| Multiple | Low | Median | High | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / LTM Revenue | — | 8.5x | — | 7.0x–10.0x | $260.00–$366.00 |
| EV / NTM Revenue | — | 7.2x | — | 6.0x–8.5x | $251.00–$350.00 |
| EV / NTM EBITDA | — | 28.7x | — | 20.0x–50.0x | $153.00–$362.00 |
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| Historical Stock Trading (52-week intraday range through January 13, 2026) | Penumbra intraday trading price over the 52 weeks ended January 13, 2026 ranged from $221 to $325 per share; reference data only, not part of the fairness analysis. | $221.00–$325.00 |
| Equity Research Analysts' Price Targets | Price targets from 18 equity research analysts published prior to January 13, 2026 ranged from $266 to $388 per share; reference data only, not part of the fairness analysis. | $266.00–$388.00 |
$5.0 million payable upon delivery of the opinion (or determination it could not deliver the requested opinion); additional fee contingent upon consummation of the Merger of approximately $109.6 million (after reduction by the opinion fee). PWP also entitled to a termination fee equal to a portion of any compensation Penumbra may receive from termination of the Merger Agreement.
Management projections
| Projection year | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | CAGR |
|---|---|---|---|---|---|---|
| Revenue | $1.7B | $2.0B | $2.4B | $2.7B | $3.1B | 16.5% |
| Revenue growth | 26.2% | 20.7% | 16.4% | 15.2% | 13.9% | |
| EBITDA | $337M | $518M | $692M | $844M | $1.0B | 31.5% |
| EBITDA growth | 34.0% | 53.7% | 33.6% | 22.0% | 19.3% | |
| EBITDA margin | 20% | 25% | 29% | 31% | 32% | |
| Implied EV / EBITDA | 43.0x | 28.0x | 21.0x | 17.2x | 14.4x |
Year-1 growth is against LTM at announcement ($1.3B revenue, $251M EBITDA); later years are year over year.
Penumbra management prepared the "Penumbra Forecasts" covering calendar years 2026E through 2035E, provided to the Penumbra Board and used by PWP in its analyses. Revenue grows from $1,690 million in 2026E to $5,025 million in 2035E; Adjusted EBITDA grows from $337 million to $1,794 million (Adjusted EBITDA Pre-SBC of $400 million to $1,945 million), and unlevered free cash flow from $108 million to $1,181 million. Only the forecasts through 2028 (excluding unlevered free cash flow) were shared with Boston Scientific; the 2026E figures were updated on January 8, 2026 from an earlier Medium-Term Outlook (2026E revenue $1,684 million, Adjusted EBITDA $341 million) provided December 22, 2025. PWP's selected companies/precedent analyses used Wall Street consensus estimates (2026E revenue $1,577 million, 2027E revenue $1,792 million, 2026E EBITDA $277 million, 2025 LTM revenue $1,404 million).
Process notes
Other Medical Devices and Supplies fairness opinions
- Integer / KKR 2026 · 14.6x EV/EBITDA
- Sanara MedTech / MiMedx Group 2026 · 20.6x EV/EBITDA
- Avanos Medical / American Industrial Partners 2026 · 14.7x EV/EBITDA
- Varex Imaging / Teledyne Technologies 2026 · 9.4x EV/EBITDA
- Hologic / Blackstone / TPG 2025 · 14.1x EV/EBITDA
- ZimVie / ARCHIMED 2025 · 10.8x EV/EBITDA
All Medical Devices and Supplies opinions → · Perella Weinberg Partners opinions