波士顿科学美股招股说明书(2026-04-01版)

April1, 2026 Dear Stockholder of Penumbra, Inc.: On behalf of the Board of Directors of Penumbra, Inc., which we refer to as “Penumbra,” we are pleased to enclose theaccompanying proxy statement/prospectus relating to the proposed transaction between Penumbra and Boston ScientificCorporation, which we refer to as “Boston Scientific.” We are requesting that you take certain actions as a holder, which werefer to as a “Penumbra Stockholder,” of common stock, par value $0.001 per share, of Penumbra, which we refer to as“Penumbra Shares.” The Board of Directors of Penumbra and Boston Scientific have each unanimously approved an agreement that provides forthe acquisition by Boston Scientific of Penumbra in a cash and stock transaction. Pursuant to the Agreement and Plan of Merger,dated as of January14, 2026, among Boston Scientific, Pinehurst Merger Sub, Inc., a wholly owned subsidiary of BostonScientific, which we refer to as “Merger Sub,” and Penumbra, which (as the same may be amended from time to time) we referto as the “Merger Agreement,” Merger Sub will merge with and into Penumbra, which we refer to as the “Merger,” withPenumbra surviving as a wholly owned subsidiary of Boston Scientific. Boston Scientific and Penumbra have a shared commitment to innovation and clinical excellence to help advance patientcare. The proposed Merger is an exciting opportunity that we believe will enable us to accelerate access to our innovations andhelp more patients, physicians and hospitals globally. By combining Penumbra’s advanced technology and dedicated employeeswith Boston Scientific’s global reach, our goal is to expand access to our products all over the world. In the Merger, at the effective time of the Merger, which we refer to as the “Effective Time”, each issued and outstandingPenumbra Share (but excluding (i)shares held by Penumbra in treasury or owned by any direct or indirect wholly ownedPenumbra Subsidiary and each share owned by Merger Sub, Boston Scientific or any direct or indirect wholly owned subsidiaryof Boston Scientific immediately prior to the Effective Time, which we refer to as “Cancelled Shares”, and (ii)sharesoutstanding immediately prior to the Effective Time and held by a holder or beneficial holder that or who is entitled to demandand has properly demanded appraisal for such shares in accordance with, and who complies in all respects with, Section262 ofthe General Corporation Law of the State of Delaware, which we refer to as the “DGCL”, and such shares as “DissentingShares”), will, subject to the proration provisions of the Merger Agreement, be cancelled and will be converted automaticallyinto the right to receive, at the election of the holder thereof in accordance with, and subject to the terms, conditions andprocedures set forth in the Merger Agreement, the following consideration (collectively with, if applicable, cash in lieu of anyfractional Boston Scientific Shares and any dividends or other distributions payable pursuant to the Merger Agreement, the“Merger Consideration”), in each case, without interest: (i)for each Penumbra Share with respect to which an election, which we refer to as a “Stock Election”, to receive sharesof Boston Scientific common stock, par value $0.01 per share, which we refer to as “Boston Scientific Shares”, hasbeen effectively made and not revoked, 3.8721 validly issued, fully paid and non-assessable Boston Scientific Shares,which we refer to as the “Stock Consideration”; (ii)(iii)for each Penumbra Share with respect to which an election to receive cash, which we refer to as a “Cash Election”, hasbeen effectively made and not revoked, $374.00 in cash, without interest, which we refer to as the “CashConsideration”; andfor each Penumbra Share other than a Penumbra Share as to which a Stock Election or a Cash Election has beeneffectively made and not revoked, the right to receive such Merger Consideration as is determined in accordance withthe proration mechanism set forth in the Merger Agreement and more fully described in the accompanying proxystatement/prospectus. The election right for Penumbra Stockholders will be subject to proration in accordance with the terms of the MergerAgreement and as more fully described in the accompanying proxy statement/prospectus, which is applicable in the event theCash Consideration is undersubscribed or oversubscribed. The Merger Agreement provides that the total number of PenumbraShares that will be entitled to receive the Cash Consideration pursuant to the preceding paragraph will be equal to 73.26% of theaggregate number of Penumbra Shares issued and outstanding immediately prior to the Effective Time (other than CancelledShares and Dissenting Shares), and the total number of Penumbra Shares that will be entitled to receive the Stock Consideration pursuant to the preceding paragraph will be equal to 26.74% of the aggregate number of Penumbra Shares issued andoutstanding immediately prior to the Effective Time (other