-- Transaction Will Accelerate Global Growth of
Mobidiag’s Differentiated Molecular Platform, which Offers Ease of
Use, Multiplex Capability and Rapid Turnaround Time --
Hologic, Inc. (Nasdaq: HOLX), a global leader in women's health,
announced today that it has signed a definitive agreement to
acquire Mobidiag Oy, a privately held, commercial-stage
Finnish-French developer of innovative molecular diagnostic tests
and instrumentation, for an enterprise value of approximately $795
million. This includes a cash payment of approximately $714 million
(€600 million) for Mobidiag’s equity, and net debt of approximately
$81 million.
“Acquiring Mobidiag will further strengthen our international
and diagnostics businesses by enabling us to expand into the large,
fast-growing acute care adjacency with a near-patient testing
solution that offers ease of use, multiplex capability and rapid
turnaround time,” said Jan Verstreken, group president,
international at Hologic. “We believe that Mobidiag has developed a
differentiated platform that addresses many of the historical
challenges of multiplexed point-of-care molecular testing.”
“We are very excited to join Hologic’s diagnostic business,”
said Tuomas Tenkanen, Mobidiag’s chief executive officer.
“Hologic’s commercial expertise and scale will drive broader market
adoption of our products, and their established U.S. regulatory and
market development capabilities will accelerate the introduction of
our products and maximize their potential in the United
States.”
Mobidiag develops and markets PCR (polymerase chain
reaction)-based tests for acute care conditions such as
gastrointestinal and respiratory infections, antimicrobial
resistance management, and healthcare associated infections. The
Amplidiag and Novodiag platforms are automated instruments that
deliver rapid turnaround times ranging from 50 minutes to two
hours.
The Novodiag platform combines real-time PCR and microarray
capabilities to provide high-level multiplexing. Multiplexing
enables multiple pathogens to be identified in a single sample,
streamlining workflows for laboratories and providing rapid results
to physicians. For example, gastrointestinal infections commonly
present with similar or identical symptoms but can be caused by
more than 25 organisms. Highly multiplexed assays allow clinicians
to identify which organism is responsible for an infection quickly,
accurately and efficiently.
“One of our key goals is to use our strong cash flow to create a
larger, faster growing company for a post-pandemic world,” said
Steve MacMillan, Hologic’s chairman, president and chief executive
officer. “Mobidiag provides an exceptional new growth platform,
which will generate long-term value by enabling us to enter the
acute care market, which is expected to roughly double in the next
five years, with a differentiated, highly competitive
solution.”
Mobidiag generated approximately $42 million (€35 million) of
revenue in calendar 2020. Hologic intends to invest in assay
development to drive growth of the Novodiag platform. As a result,
the acquisition is expected to be approximately $0.10 dilutive to
Hologic’s non-GAAP earnings per share in fiscal 2022, slightly
dilutive in 2023, and accretive thereafter. Hologic expects to
finance the transaction with cash on hand and borrowing on its
existing line of credit.
The acquisition is expected to close early in the fourth quarter
of fiscal 2021, subject to receipt of certain required regulatory
approvals and other customary closing conditions.
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 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.
About Mobidiag
Mobidiag is a commercial stage, fast-growing Finnish-French
biotechnology company that develops and markets innovative
molecular diagnostic solutions for gastrointestinal infections,
antimicrobial resistance management, healthcare associated
infections (HAIs), respiratory infections and sepsis. Based on
well-established qPCR and microarray technologies, Mobidiag offers
a broad range of tests and automated platforms. These include a
comprehensive range of fast, reliable and cost-effective molecular
diagnostic solutions for the detection of infectious diseases
adapted to laboratories of all sizes. They allow detection of most
clinically relevant bacteria, parasites, viruses and markers for
antibiotic resistance.
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 in 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 expected to
be 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 Mobidiag’s operations
with those of Hologic will be greater than expected; the ability of
Hologic and Mobidiag 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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