-- Transaction Expands and Diversifies
Hologic’s Diagnostic Business Across Test Menu, Customer Segments
and Geography –
Hologic, Inc. (Nasdaq: HOLX), a global leader in women's health,
announced today that it has acquired Diagenode, a privately held,
European developer and manufacturer of molecular diagnostic assays
and epigenetics products, for approximately $159 million (130
million euros), subject to working capital and other customary
closing adjustments.
“Acquiring Diagenode further strengthens our molecular
diagnostics business by expanding our international capabilities,
improving our regional time-to-market, and allowing us to offer a
broader, more differentiated test menu,” said Jan Verstreken,
Hologic’s group president, international. “Diagenode has been a
great partner since 2016, helping us develop and manufacture
PCR-based assays for Panther Fusion®. Now we look forward to
accelerating and broadening those efforts to benefit our customers
and patients.”
Diagenode offers more than 30 real-time PCR (polymerase chain
reaction) tests that are CE-marked for the detection of bacteria,
parasites and viruses involved in sexually transmitted infections,
respiratory diseases, meningitis and gastroenteritis. Diagenode
previously collaborated with Hologic to develop Panther Fusion
assays for group B Streptococcus and Bordetella. Diagenode is also
playing a leading role in epigenetics with a robust portfolio of
devices, kits, reagents, antibodies and services to aid in the
analysis of DNA and RNA.
“We are very pleased that the Diagenode team will become part of
Hologic’s diagnostic business,” said Didier Allaer, Diagenode’s
founder and chief executive officer. “Our businesses are highly
complementary, and we are excited that Hologic’s commercial
resources and leadership in molecular automation will enable us to
offer our assay menu more broadly. Being part of Hologic will help
scale our products to their full potential.”
“We are excited to put our strong cash flow to work to acquire
Diagenode and further strengthen our diagnostics business, which
has had tremendous momentum in the United States and
internationally,” said Steve MacMillan, Hologic’s chairman,
president and chief executive officer. “The acquisition is
consistent with our tuck-in M&A strategy, leverages our
automation capabilities, and provides attractive growth potential.
And combined with our recent purchase of Biotheranostics, it
enables us to continue strengthening our base diagnostics business
to accelerate growth post-COVID.”
Diagenode generated more than $30 million of revenue in the last
12 months. The acquisition is expected to be approximately
break-even to Hologic’s non-GAAP earnings per share through fiscal
2022, and accretive thereafter.
About Hologic, Inc.
Hologic, Inc. is an innovative medical technology company
primarily focused on improving women's health and well-being
through early detection and treatment. For more information on
Hologic, visit www.hologic.com.
Hologic, Panther Fusion 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.
Non-GAAP Financial
Measures
This press release discusses non-GAAP diluted EPS, which is a
non-GAAP financial measure. Hologic’s definition of non-GAAP
diluted EPS may differ from similarly titled measures used by
others. Hologic defines its non-GAAP EPS presented in this press
release to primarily exclude the amortization of intangible assets,
acquisition- and integration-related charges, and income taxes
related to such adjustments.
Non-GAAP diluted EPS adjusts for specified items that may be
non-cash, or can be highly variable or difficult to predict. In the
context of forward-looking statements, the non-GAAP financial
measures facilitate period-to-period comparisons by excluding the
effects of events that have occurred in the past or may occur in
the future and have accounting consequences that can mask
underlying operational trends, such as acquisitions,
restructurings, debt extinguishment and impairments.
This non-GAAP financial measure should be considered
supplemental to, and not a substitute for, financial information
prepared in accordance with GAAP. Because non-GAAP financial
measures exclude the effect of items that will increase or decrease
Hologic’s reported results of operations, management encourages
investors to review Hologic’s consolidated financial statements and
publicly filed reports in their entirety.
Future GAAP EPS may be affected by changes in ongoing
assumptions and judgments, and may also be affected by
non-recurring, unusual or unanticipated charges, expenses or gains,
which are excluded from the calculation of Hologic’s non-GAAP EPS
as described in this press release.
When Hologic provides its expectations for non-GAAP EPS on a
forward-looking basis, a reconciliation of the differences between
these non-GAAP expectations and the corresponding GAAP measures are
not available without unreasonable effort because Hologic has not
estimated the fair value of the assets and liabilities acquired in
the transaction. Nor has Hologic determined the fair value of
acquired intangible assets and related annual amortization expense
that would be required to provide the corresponding GAAP measure.
The variability of the items that have not yet been determined may
have a significant, and potentially unpredictable, impact on
Hologic’s future GAAP results.
Forward-Looking
Statements
This news release contains forward-looking information that
involves risks and uncertainties, including statements about each
company'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;
each company's strategies, positioning, resources, capabilities,
and expectations for future performance; and each company's outlook
and financial and other guidance. 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 either
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 Diagenode’s operations
with those of Hologic will be greater than expected; the ability of
Hologic and Diagenode to retain and hire key personnel; the
coverage and reimbursement decisions of third-party payers and the
guidelines, recommendations, and studies published by various
organizations relating to the use of products and treatments; the
ability to successfully manage ongoing organizational and strategic
changes, including Hologic's ability to attract, motivate and
retain key employees; 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; anticipated trends relating to Hologic's
financial condition or results of operations; and Hologic's capital
resources and the adequacy thereof.
The risks included above are not exhaustive. Other factors that
could adversely affect Hologic’s business and prospects are
described in Hologic’s filings 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.
Source: Hologic, Inc.
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version on businesswire.com: https://www.businesswire.com/news/home/20210301005442/en/
Media Contact Jane Mazur Vice President, Divisional
Communications (508) 263-8764
Investor Contact Michael Watts Vice President, Investor
Relations and Corporate Communications (858) 410-8588
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