波士顿科学美股招股说明书(2025-02-21版)

(incorporated as a private company with limited liability in the Netherlands with its statutory seat in Amsterdam, the Netherlands) Fully and Unconditionally Guaranteed by Boston Scientific Corporation American Medical Systems Europe B.V. (“AMS Europe” or the “Issuer”), a wholly-owned finance subsidiary of Boston ScientificCorporation (“Boston Scientific” or the “guarantor”), is offering €aggregate principal amount of% senior notes due(the“20Notes”) and €aggregate principal amount of% senior notes due(the “20Notes” and, together with the20Notes, the “notes”). AMS Europe will pay interest on the notes onof each year, beginning, 2026. We intend to use the net proceeds from this offering, together with cash on hand, to fund the repayment at maturity of AMSEurope’s 0.750% Senior Notes due March8, 2025 (the “March2025 Notes”), of which €1,000million aggregate principal amount wasoutstanding as of the date of this prospectus supplement, and to pay accrued and unpaid interest with respect to such notes, and forgeneral corporate purposes, which may include, among other things, short term investments, reduction of short term debt, funding of AMS Europe may redeem the notes of each series in whole at any time or in part from time to time at the redemption pricesdescribed under the heading “Description of the Notes — Optional Redemption” in this prospectus supplement. There are no sinkingfunds for the notes. AMS Europe will be required to offer to repurchase the notes upon the occurrence of a Change of Control The notes will be senior unsecured obligations of AMS Europe, will rank equally in right of payment with all of AMS Europe’sother existing and future unsecured and unsubordinated indebtedness and be senior to any future indebtedness of AMS Europe that issubordinated to the notes. All of AMS Europe’s obligations under the notes will be fully and unconditionally guaranteed by BostonScientific, AMS Europe’s ultimate parent company, on a senior unsecured basis (the “guarantees”). The guarantees will rank equally inright of payment with all of Boston Scientific’s other existing and future unsecured and unsubordinated indebtedness and be senior toany future indebtedness of Boston Scientific that is subordinated to the guarantees. The notes and the guarantees will be effectively Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes ordetermined that this prospectus supplement and the accompanying prospectus are accurate or complete. Any representation to thecontrary is a criminal offense. Currently, there is no public market for the notes. Application will be made for the notes to be admitted to the Official List of theIrish Stock Exchange plc, trading as Euronext Dublin (“Euronext Dublin”), and to trading on the Global Exchange Market thereof. TheGlobal Exchange Market is not a regulated market within the meaning of Directive 2014/65/EU (as amended, “MiFID II”). There can beno assurance that the notes will be admitted to the Official List of Euronext Dublin or admitted to trading on the Global ExchangeMarket. The listing application will be subject to approval by Euronext Dublin. AMS Europe currently expects the notes to be admitted Investing in our securities involves risks. See “Information Concerning Forward-Looking Statements” on page S-12 and the risksdescribed under the heading “Risk Factors” beginning on pageS-6of this prospectus supplement and under the heading “Risk Factors” inour periodic reports that we file with the Securities and Exchange Commission before investing in any of our securities. (1)Plus accrued interest, if any, from Barclays TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT Unless otherwise indicated or unless the context otherwise requires, all references in this prospectussupplement to “we,” “us,” and “our” refer, collectively, to Boston Scientific Corporation and itsconsolidated subsidiaries and/or, where applicable, only to American Medical Systems Europe B.V. as theissuer of debt securities; the term “Boston Scientific” refers only to Boston Scientific Corporation, a This document consists of two parts. The first part is this prospectus supplement, which describes thespecific terms of the notes AMS Europe is offering and other matters relating to AMS Europe and BostonScientific. The second part is the accompanying prospectus, which provides more general information aboutthe securities, Boston Scientific, AMS Europe and/or any other subsidiary of Boston Scientific that may bedesignated by post-effective amendment as an issuer of the debt securities under the indenture from time totime may offer, some of which may not apply to this offering of notes. This prospectus supplement and theaccompanying prospectus are part of a registration statement that Boston Scientific and AMS Europe filed To the extent there is a conflict between the information contained in this prospectus suppleme