BTG plc Acquisition

Jeff Mirviss, SVP & President, Peripheral Interventions

Mike Mahoney, Chairman & CEO
Safe Harbor for Forward-Looking Statements
This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,”
“believe,” “plan,” “estimate,” “intend” and similar words. These forward-looking statements are based on our beliefs, assumptions and
estimates using information available to us at the time and are not intended to be guarantees of future events or performance. If our
underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could differ materially from the
expectations and projections expressed or implied by our forward-looking statements.

Factors that may cause such differences can be found in our most recent Form 10-K and Forms 10-Q filed or to be filed with the Securities
and Exchange Commission under the headings “Risk Factors” and “Safe Harbor for Forward-Looking Statements.” Accordingly, you are
cautioned not to place undue reliance on any of our forward-looking statements. We disclaim any intention or obligation to publicly
update or revise any forward-looking statements to reflect any change in our expectations or in events, conditions, or circumstances on
which they may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking
statements.

Non-GAAP Measures:
This document contains non-GAAP measures (denoted with *) in talking about our company’s performance. Please refer to the
addendum to this presentation for further information regarding these non-GAAP measures and the Investor Relations section of our
website at www.bostonscientific.com.

Market Estimates:
Unless noted otherwise, all references to market sizes, market share positions, and market growth rates are BSX internal estimates.
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BSX and BTG: Focus on Minimally Invasive Therapies
to Address Critical Needs

• Global medical
Focus on • Highly differentiated
technology leader
minimally Interventional
• Leader in Peripheral
invasive Medicine portfolio
Interventions
treatments for focused on oncology
• Worldwide market
today’s most and vascular solutions
access
challenging • Unique Acute Care
• Deep R&D and
Pharma and Licensing
clinical expertise conditions
portfolio

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Clear Strategic & Financial Rationale
• High growth Interventional Medicine (IM) business accretive to BSX and PI
High Growth
• BTG platform technologies (TheraSphere™, Galil) enable BSX to continue to
Cancer Expansion
expand treatment options for cancer patients worldwide

• Advances category leadership strategy with complementary IM business

Highly Synergistic
• Adds $400M+ (2019E1) of double digit growth revenue to $1B+ BSX PI business
to BSX PI
• Adj. margins in line with BSX today, and accretive to BSX and PI in year 3

Strong Margin & • BTG Acute Care Specialty Pharma franchise is a differentiated, profitable
Cash Flow business along with cash generating Licensing assets

Compelling • Immediately $0.02-$0.03 accretive to BSX 2019 adjusted EPS*; more so thereafter
Shareholder • Significant synergies of $175M+ expected (yr. 3); adj. ROIC* 7-8% in yr. 3; 9-10% in yr. 5
Returns • Maintains flexibility for future M&A and commitment to investment grade ratings

Execution Sweet • Tuck-in acquisition very complementary to BSX PI infrastructure/call point

Spot • Leverages BSX track record and experience with this transaction type

4 1BSX Estimate for calendar year 2019

BTG Background & Deal Terms

• BTG (LSE: BTG) Headquartered in London, United Kingdom

– Founded 1948, listed London Stock Exchange 1995
– 1,600+ employees globally
• Three business segments:
– Interventional Medicine: Interventional Oncology & Interventional Vascular
– Acute Specialty Pharmaceuticals: portfolio of antidotes (CroFab™, DigiFab™, Voraxaze™)
– Licensing: portfolio of licensed healthcare products (Zytiga™, etc.)

• Offering 840 pence in cash per share; committed debt financing in place
Key • Total equity value of £3.3B (U.S. $4.2B), total enterprise value of £3.1B (U.S. $4.0B)
Deal (U.S. values based on November 19 exchange rates)
Terms • The transaction is expected to be effected by way of an English Court sanctioned Scheme of
Arrangement, with closing targeted for H1:2019, subject to receipt of BTG shareholder approval,
customary regulatory approvals and the approval of the English Court
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BSX Continued Shift to Higher Growth Markets
Revenue Mix by Segment Growth Rate
High Growth Segment (>10% CAGR): NM, TAVR, LAAC, EP, PI Drug Eluting, Venous, ICM, Prostate (MIT/Spacer), MIS URO
Moderate Growth Segment (4 - 8% CAGR): Endo, Core PI, Oncology, UroPH, Women's Health, Complex Coronary
Low Growth Segment (<3% CAGR): Pacer, Defib., DES

2021E
2013 2017

High
Low Growth Growth
~40% Low Growth Low
High High ~35%
Growth Growth ~35% Growth
~10% ~15% ~20%

Moderate
Growth Moderate Moderate
~50% Growth Growth
50% ~45%

Served Market
Y/Y Growth
2-3% 4-5% 5-6%

New Markets & Recent Acquisitions More than Double High Growth Revenue Mix
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Creating Significant Capabilities for Cancer Care
Therapy/
Cancer WW Annual Incidence1 Recent BSX Acquisitions
Palliation
Prostate 1,300,000 ✓
Liver 850,000 ✓
Breast 2,100,000 Early Stage Therapy used to reduce common,
Colorectal 1,850,000 debilitating side effects after receiving
✓ prostate cancer radiotherapy1
Kidney 400,000 ✓
Lung 2,100,000 Early Stage
Stomach 1,050,000 ✓ Potential diagnostic for ovarian cancer,
300,000 annual incidence2
Esophageal 550,000 ✓
Pancreatic 450,000 Early Stage3

Over 10 Million Cancer Patients Annually
✓ ✓
Radio Frequency probe for palliative care
of patients living with pancreaticobiliary
cancers
1400,000 men will undergo prostate radiotherapy worldwide (Data on file. Boston Scientific. August 2018)
2 InternationalAssociation of Cancer Registries; GLOBOCAN Database: http://gco.iarc.fr/.
3 Equity investment

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BSX Peripheral Interventions: Portfolio Breadth for
a Large and Growing Sector

Category Factors BSX Growth Drivers

• Aging population • Interventional Oncology

• Under-diagnosed &
• Venous Disease
under-treated populations
• Heterogeneity of disease • Drug-eluting tech for PAD

• Room to innovate • Critical Limb Ischemia

PI Category BSX PI
2017 Size Growth 2017-2020 est. CAGR Revenue Growth

~$6B +6% +6% - 8% $1.1B +7%

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BSX & BTG Create a Best in Class Portfolio
Addressing $6B M/HSD-Growth Peripheral Market

Radio- Cryo & Acoustic Superficial Vena

Embolization Microwave Pulse Venous Cava Crossing
& Beads Ablation Thrombolysis Disease Filter Catheters
(TheraSphere™) (Galil) (EKOS™) (Varithena™) (Sentry) (Roxwood)

&

Coils Guidewires Venous Guide-

Micro- Mechanical Stents
Stents wires
catheters Thrombectomy Drug
& IVUS Balloons
Elution
Interventional Oncology Venous Arterial

Segment Size: ~$1.6B Segment Size: ~$1.4B Segment Size: ~$3.2B

Growth: ~8% Growth: ~7% Growth: ~6-7%

9 Not all products and/or indications are available in all territories.

Highly Differentiated Cancer Therapies for Large
Patient Populations
TheraSphere™ Y90 Radiotherapy
• Only U.S. approved therapy for
primary liver cancer (HCC)
Galil Cryoablation Therapy
• Unique therapy in kidney cancer
• Microwave system in development

~850,000 • Over 400,000 patients

patients diagnosed with kidney
diagnosed cancer WW annually1
with liver • Ablation modality of
cancer WW choice to treat kidney
annually1 cancers

Pipeline:
• Clinical trials in follow up target expanded
indications (STOP-HCC & EPOCH)
• Geographic expansion, especially Asia
10
Pipeline:
• Microwave ablation platform in development
• Flexible needles for use in other cancers
1International Association of Cancer Registries; GLOBOCAN Database: http://gco.iarc.fr/.
Opportunities To Expand Into New Cancer
Therapies

Lung Cancer: #1 Cause Breast Cancer

of Cancer Deaths
• Exploratory clinical trial
• TheraSphere™ studies underway
underway
• Cryoablation studies
(ECLIPSE & SOLSTICE
provide positive early
Bone Metastases
signals) • Cryoablation study
• Product development (MOTION) underway
for specialized catheter

In addition to a multitude of trials studying the benefits of BTG therapies

in combination with Immunotherapy
11 Under development. Not for sale or use worldwide.
Venous Franchise Gains Pulmonary Embolism
Therapies with EKOS & Sentry

• Pulmonary Embolisms (PEs) can be immediately fatal

• PEs cause more deaths in the U.S. annually than
breast cancer and AIDS combined1,2
• Early diagnosis and appropriate therapy can reduce
PE mortality from 30% to <10%3

First on-label product in Only FDA-approved

U.S. with wealth of bioconvertible vena cava
clinical evidence: filter, U.S. launch just
ULTIMA, SEATTLE II, beginning
OPTALYSE PE
1. Heit JA et.al., Abstract #910; 2005:106 (no.11) part 1 of 2, pg. 267a.
2. Gerotziafas et.al., Curr Opin Pulm Med. 2004;10:356-65.
3. Banovac, R et al., J Vasc Interv Radiol, 2010; 21:44-53.
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 Opportunities for Global Expansion of BTG
Product Lines in BSX Commercial Engine

Global Revenue Distribution1 Global Revenue Distribution2

United States 90%+ International United States 57% 43% International

1BTG plc Interim Results, November 2018

13 2BSX Q3 2018 Earnings, October 2018
BTG Acute Care Specialty Pharma & Licensing
Offer an Attractive, Profitable Portfolio

• Acute Care Specialty Pharmaceuticals

– Antidote products for patients over-exposed to

certain toxins or medications

– Durable, market-leading positions

• CroFab™ : Strong clinical data, well understood
treatment algorithm and cost effectiveness data

• Licensing

– Royalties related to products, primarily Zytiga™

– Declining revenue stream due to patent expiry

and/or generic entrants

Attractive Profitability in Both Franchises

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Compelling Value Creation for Shareholders

– BTG IM business $400M+ (2019E) growing double digits,

Accretive
Revenue & further enhanced via global reach of BSX PI commercial engine
Margins – Adj. margins* in line with BSX today, accretive to BSX & PI in year 3

– Significant potential to reduce costs across multiple areas

Meaningful
• Manufacturing footprint, duplicate functions, other areas
Synergies
– Revenue & cost synergies of $175M+ expected in year 3

– Immediately $0.02-$0.03 accretive to BSX 2019 adjusted EPS*

Compelling
– Expected adj. ROIC* of 7-8% in year 3; 9-10% in year 5
Valuation
– Maintains B/S flexibility; firmly committed to investment grade

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Q&A
 Appendix A
Non-GAAP Reconciliations
Non-GAAP Reconciliations
Use of Non-GAAP Financial Measures
To supplement our consolidated financial statements presented on a GAAP basis, we disclose certain non-GAAP financial
measures. These non-GAAP financial measures are not in accordance with generally accepted accounting principles in the
United States and should not be considered in isolation from or as a replacement for the most directly comparable GAAP
financial measures. Further, other companies may calculate these non-GAAP financial measures differently than we do, which
may limit the usefulness of those measures for comparative purposes. For further information regarding our non-GAAP measures,
see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations in our most recent
Annual Report on Form 10-K, which we may update in Quarterly Reports on Form 10-Q we have filed or will file hereafter.
Adjusted Gross Margin: To calculate adjusted gross margin certain charges and/or credits are excluded, such as amortization
expense, acquisition-related net charges/credits, and restructuring and restructuring-related net charges/credits. The GAAP
financial measure most directly comparable to adjusted gross margin is GAAP gross margin.
Adjusted Operating Margin: To calculate adjusted operating margin certain charges and/or credits are excluded, such as
amortization expense, acquisition-related net charges/credits, and restructuring and restructuring-related net charges/credits.
The GAAP financial measure most directly comparable to adjusted operating margin is GAAP operating margin.
Adjusted Earnings Per Share (EPS): To calculate adjusted EPS certain charges and/or credits are excluded, such as amortization
expense, acquisition-related net charges/credits, and restructuring and restructuring-related net charges/credits. The GAAP
financial measure most directly comparable to adjusted EPS is GAAP EPS. On a GAAP basis, the transaction is expected to be
dilutive in 2019, and less dilutive or increasingly accretive thereafter, as the case may be, due to amortization expense and
acquisition-related net charges.
Adjusted Return on Invested Capital (ROIC): Adjusted ROIC is calculated as adjusted net operating profit after tax (NOPAT)
divided by invested capital (defined as purchase price enterprise value plus tax planning costs). To calculate adjusted net
operating profit certain charges and/or credits are excluded, such as amortization expense, acquisition-related net
charges/credits, and restructuring and restructuring-related net charges/credits. The GAAP financial measure most directly
comparable to adjusted operating profit is GAAP operating profit.
Please refer to our Safe Harbor for forward-looking statements disclosure in conjunction with any forward looking information
presented within.
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