BEDFORD, Mass. and SAN DIEGO, Calif., June
19, 2012 /PRNewswire/ -- Hologic, Inc. (Hologic) (NASDAQ:
HOLX) and Gen-Probe Incorporated (Gen-Probe) (NASDAQ: GPRO) today
announced that, in connection with Hologic's proposed acquisition
of Gen-Probe, the initial 30-day waiting period required under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
expired without a request for additional information from the
Federal Trade Commission. Expiration of the waiting period
satisfies a condition to close the proposed acquisition.
As previously announced on April 30,
2012, Hologic agreed to acquire all of the outstanding
shares of Gen-Probe for $82.75 per
share in cash. The all-cash transaction is expected to be funded
through available cash and additional financing provided by term
loans and high yield securities. The transaction is expected to be
completed in the third quarter of calendar 2012.
The companies separately noted that integration planning efforts
are well underway. An integration planning team has begun the
process of identifying critical integration issues, establishing
objectives and targeted synergies for each area of the business,
mapping product and service lines and establishing key milestone
dates and events. Hologic continues to be confident that the
combination of teams and product lines should create significant
value for all of its stakeholders and that the integration will
move quickly upon the closing of the transaction.
The transaction remains subject to the satisfaction of customary
closing conditions, including clearance from the German Federal
Cartel Office. Submission of the merger filing has
been made to the German Federal Cartel Office.
Goldman, Sachs & Co. and Perella Weinberg Partners are
acting as financial advisors to Hologic and Brown Rudnick LLP and
Jones Day are acting as legal
advisors. Morgan Stanley & Co. LLC is acting as financial
advisor to Gen-Probe and Skadden, Arps, Slate, Meagher & Flom
LLP and Cooley LLP are acting as legal advisors.
Additional Information and Where to Find It:
In connection with the proposed transaction, Gen-Probe filed a
preliminary proxy statement with the Securities and Exchange
Commission (the "SEC") on May 18,
2012 and will file a definitive proxy statement and other
materials with the SEC. GEN-PROBE URGES INVESTORS TO READ THE
PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT GEN-PROBE AND THE PROPOSED TRANSACTION. The definitive
proxy statement will be mailed to Gen-Probe's stockholders.
Investors may obtain free copies of the proxy statement (when
available) as well as other filed documents containing information
about Gen-Probe at http://www.sec.gov/, the SEC's free internet
site. Free copies of Gen-Probe's SEC filings including the proxy
statement (when available) are also available on Gen-Probe's
internet site at http://www.gen-probe.com/ under "Investors."
Gen-Probe and its executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of
proxies from Gen-Probe's stockholders with respect to the proposed
transaction. Information regarding the officers and directors of
Gen-Probe is included in the Definitive Proxy Statement on Schedule
14A filed with the SEC on April 5,
2012 with respect to the 2012 Annual Meeting of Stockholders
of Gen-Probe. More detailed information regarding the identity of
the potential participants, and their direct or indirect interests,
by security holdings or otherwise, will be set forth in the proxy
statement and other materials filed with the SEC in connection with
the proposed transaction.
Forward Looking Statement Disclaimer:
This News Release contains forward-looking information that
involves risks and uncertainties, including statements about
Hologic's and Gen-Probe's plans, objectives, expectations and
intentions. Such statements include, without limitation, statements
about the timing of the completion of the transaction, the
anticipated benefits thereof, and other of Hologic's and
Gen-Probe's plans, objectives, expectations and intentions, and
other statements that are not historical
facts. Forward-looking statements may contain words such as
"expect," "believe," "may," "can," "should," "will," "forecast,"
"anticipate," or similar expressions (including their use in the
negative), and include assumptions that underlie such
statements. These forward-looking statements are
subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by such statements, including but not limited to: the
ability of the parties to consummate the proposed merger in a
timely manner or at all; satisfaction of the conditions precedent
to consummation of the proposed merger, including the ability to
secure regulatory approvals in a timely manner or at all, and
approval by Gen-Probe's stockholders; uncertainties relating to
litigation, including pending and future Gen-Probe shareholder
lawsuits related to the proposed merger; successful completion of
anticipated financing arrangements; Hologic's ability to
successfully and timely integrate Gen-Probe's operations, product
lines, technologies and employees, and realize synergies from the
proposed transaction; unknown, underestimated or undisclosed
commitments or liabilities; effects of purchase accounting that may
be different from expectations; the level of demand for the
combined company's products; the ability of the combined company to
develop, deliver and support a broad range of products, develop new
products, expand its markets and/or develop new markets; and the
ability of the combined company to attract, motivate and retain key
employees. Moreover, the combined business may be adversely
affected by future legislative, regulatory, or tax changes as well
as other economic, business and/or competitive factors. The risks
included above are not exhaustive. Other factors that could
adversely affect the combined company's business and prospects are
described in the filings made by Hologic and Gen-Probe with the
SEC. Hologic and Gen-Probe expressly disclaim 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.
About Hologic:
Hologic, Inc. is a leading developer, manufacturer and supplier
of premium diagnostics products, medical imaging systems and
surgical products dedicated to serving the healthcare needs of
women. Hologic's core business units are focused on breast health,
diagnostics, GYN surgical, and skeletal health. Hologic provides a
comprehensive suite of technologies with products for mammography
and breast biopsy, breast magnetic resonance imaging, radiation
treatment for early-stage breast cancer, cervical cancer screening,
treatment for menorrhagia and uterine fibroids, osteoporosis
assessment, preterm birth risk assessment, mini C-arm for extremity
imaging and molecular diagnostic products including reagents for a
variety of DNA and RNA analysis applications. For more information,
visit www.hologic.com.
Hologic and associated logos are trademarks and/or registered
trademarks of Hologic, Inc. and/or its subsidiaries in the United States and/or other countries.
About Gen-Probe:
Gen-Probe Incorporated is a global leader in the development,
manufacture and marketing of rapid, accurate and cost-effective
molecular diagnostic products and services that are used primarily
to diagnose human diseases, screen donated human blood, and ensure
transplant compatibility. Gen-Probe is headquartered in
San Diego and employs
approximately 1,400 people. For more information, go to
http://www.gen-probe.com.
Gen-Probe and associated logos are trademarks and/or registered
trademarks of Gen-Probe Incorporated and/or its subsidiaries in
the United States and/or other
countries.
Contacts:
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Hologic
Investor
Contact:
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Gen-Probe Investor & Media
Contact:
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Deborah R.
Gordon
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Al Kildani
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Vice
President, Investor
Relations
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Senior Director, Investor
Relations
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(781)
999-7716
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(858) 410-8653
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Deborah.Gordon@hologic.com
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Al.Kildani@gen-probe.com
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Hologic
Media Contact:
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Joele
Frank / Andrew Siegel / Nicholas Lamplough
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Joele
Frank, Wilkinson Brimmer Katcher
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(212)
355-4449
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SOURCE Hologic, Inc.