MARLBOROUGH, Mass.,
March 22, 2017 /PRNewswire/ --
Hologic, Inc. (Nasdaq: HOLX) announced today that it has completed
the acquisition of Cynosure, Inc., a leader in medical aesthetics
systems and technologies, for $66 per
share in cash.
"We are pleased to complete our acquisition of Cynosure, and
look forward to working with Michael
Davin and the entire Cynosure team to achieve even greater
success in the large, rapidly growing medical aesthetics market,"
said Steve MacMillan, Hologic's
Chairman, President and Chief Executive Officer. "Acquiring
Cynosure, combined with divesting our blood screening business,
fundamentally reshapes our business portfolio and makes us a
stronger, faster-growing company."
The tender offer by a subsidiary of Hologic for all the
outstanding shares of Cynosure Class A Common Stock expired as
scheduled at midnight ET on
March 21, 2017. A total of
17,047,830 shares of Cynosure Class A Common Stock, representing
approximately 70.6% of Cynosure's outstanding shares, were validly
tendered into and not validly withdrawn from the tender
offer. As a result, Hologic and its subsidiary have accepted
for payment and will promptly pay for all shares that were validly
tendered and not validly withdrawn.
Following its acceptance of the shares tendered, Hologic caused
the merger of its subsidiary with and into Cynosure without a vote
of Cynosure's other stockholders, pursuant to Section 251(h) of the
Delaware General Corporation Law. As a result of the
completed merger, Cynosure became a wholly owned subsidiary of
Hologic. In connection with the merger, all eligible Cynosure
shares not validly tendered into the tender offer have been
canceled and converted into the right to receive $66 per share, the same price per share offered
in the tender offer. As a result of the acquisition, Cynosure
shares will cease to be traded on NASDAQ.
Hologic intends to discuss the financial implications of the
acquisition on Wednesday, May 10,
when the company reports its financial results for the second
quarter of fiscal 2017 and provides updated financial guidance.
Morgan Stanley & Co. LLC is serving as financial
adviser to Hologic. Wachtell, Lipton, Rosen & Katz
is serving as legal adviser. Leerink Partners LLC is serving as
financial adviser to Cynosure. Wilmer
Cutler Pickering Hale and Dorr LLP is serving as legal
adviser.
About Hologic
Hologic, Inc. is a leading developer, manufacturer and supplier
of premium diagnostic products, medical imaging systems for breast
and skeletal health, GYN surgical products, and medical aesthetic
systems. With a broad range of market-leading technologies
and a robust research and development program, Hologic is dedicated
to The Science of Sure. For more information on Hologic,
visit www.hologic.com.
Hologic, Cynosure and The Science of Sure are trademarks and/or
registered trademarks of Hologic, Inc. and/or its subsidiaries in
the United States and/or other
countries.
Forward-Looking Statements
This news release contains forward-looking information that
involves risks and uncertainties, including statements about
Hologic's plans, objectives, expectations and intentions.
Such statements include, without limitation: financial or other
information based upon or otherwise incorporating judgments or
estimates relating to future performance, events or expectations;
the company's strategies, positioning, resources, capabilities, and
expectations for future performance; and financial and other
guidance. Any statements that are not statements of
historical fact (including statements containing the words
"believes," "plans," "anticipates," "expects," "estimates" and
similar expressions) should also be considered to be
forward‑looking statements. These forward-looking statements
are based upon assumptions made as of this date and are subject to
known and unknown risks and uncertainties that could cause actual
results to differ materially from those anticipated.
Risks and uncertainties that could adversely affect the
company's business and prospects, and otherwise cause actual
results to differ materially from those anticipated, include
without limitation: the possibility that the anticipated benefits
from the proposed transaction cannot be fully realized or may take
longer to realize than expected; the possibility that costs or
difficulties related to the integration of Cynosure's operations
with those of Hologic will be greater than expected; the ability of
the combined company to retain and hire key personnel; the effect
of the continuing worldwide macroeconomic uncertainty, including
the UK's decision to leave the European Union, on business and
results of operations; the uncertainty of the impact of cost
containment efforts and federal healthcare reform legislation on
the company's business and results of operations; the impact to
Hologic's results of operations from the disposal of its blood
screening business to Grifols, and the operational challenges of
separating this business unit from Hologic's molecular diagnostics
business; the impact and anticipated benefits of completed
acquisitions and acquisitions Hologic may complete in the future;
the development of new competitive technologies and products;
regulatory approvals and clearances for products; the anticipated
development of markets in which products are sold into and the
success of products in these markets; the anticipated performance
and benefits of products; estimated asset and liability values; the
impact and costs and expenses of any litigation the company may be
subject to now or in the future; compliance with covenants
contained in Hologic's debt agreements; and Hologic's capital
resources and the adequacy thereof.
The risks included above are not exhaustive. Other factors
that could adversely affect the company's business and prospects
are described in the filings made with the SEC. Hologic expressly
disclaims any obligation or undertaking to release publicly any
updates or revisions to any such statements presented herein to
reflect any change in expectations or any change in events,
conditions or circumstances on which any such statements are
based.
Contact
Michael Watts
Vice President, Investor Relations and Corporate Communications
(858) 410-8588
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SOURCE Hologic, Inc.