BEDFORD, Mass., July 11, 2012 /PRNewswire/ -- Hologic, Inc.
(Hologic or the Company) (NASDAQ: HOLX) announced today that it has
launched marketing for $750 million
aggregate principal amount of its senior notes due 2020 (the
"Notes"), in a private offering expected to close concurrently with
the completion of Hologic's acquisition of Gen-Probe Incorporated
(NASDAQ: GPRO), which, subject to the satisfaction of certain
customary closing conditions, including obtaining the approval of
Gen-Probe's stockholders, is expected to close on or about
August 1, 2012.
The Notes will not be registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities
laws, and are being offered only to qualified institutional buyers
in reliance on Rule 144A under the Securities Act and outside
the United States in accordance
with Regulation S under the Securities Act. Hologic intends to use
the net proceeds of the offering to fund a portion of the purchase
price for its acquisition of Gen-Probe. Unless so registered, the
notes may not be offered or sold in the
United States except pursuant to an exemption from the
registration requirements of the Securities Act and applicable
state securities laws.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities.
Forward-Looking Statement Disclaimer:
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, the Company's intention to
issue the Notes in a private placement pursuant to Rule 144A under
the Securities Act of 1933 and outside the United States in accordance with
Regulation S under the Securities Act. 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 Hologic to consummate the proposed acquisition
of Gen-Probe Incorporated in a timely manner or at all;
satisfaction of the conditions precedent to consummation of the
proposed acquisition, including the ability to secure foreign
anti-trust 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 acquisition; and the successful
completion of all the other anticipated financing arrangements for
the acquisition including the completion and funding of Hologic's
proposed senior secured credit facilities for the Gen-Probe
acquisition. The offering and issuance of the notes may also be
adversely affected by prevailing credit markets, which have been
subject to significant volatility, or adverse changes to Hologic's
business or prospects. Hologic cannot assure it will complete the
issuance of the Notes on favorable terms, if at all. 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 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.
Contacts:
Hologic Investor
Contact:
Deborah R. Gordon
Vice President, Investor
Relations
(781)
999-7716
Deborah.Gordon@hologic.com
Hologic Media Contact:
Joele Frank / Andrew Siegel / Nicholas
Lamplough
Joele Frank, Wilkinson Brimmer
Katcher
(212) 355-4449
SOURCE Hologic, Inc.