BEDFORD, Mass. and SAN DIEGO, July 11,
2012 /PRNewswire/ -- Hologic, Inc. (NASDAQ: HOLX) and
Gen-Probe Incorporated (NASDAQ: GPRO) today provided an update
regarding Hologic's previously announced acquisition of Gen-Probe.
Gen-Probe has scheduled a Special Meeting of Stockholders for
July 31, 2012 to vote on the pending
transaction with Hologic. Gen-Probe stockholders of record as of
June 29, 2012 are entitled to vote at
the Special Meeting. The transaction is expected to close on or
about August 1, 2012.
Update on Integration:
Hologic and Gen-Probe today announced that Carl Hull, Chairman and Chief Executive Officer
of Gen-Probe, has entered into an agreement to continue his
employment with the combined company for a minimum period of 15
months. Mr. Hull will serve as senior vice president and general
manager of the combined company's Diagnostics business, which will
include Gen-Probe's current operations, as well as Hologic's
Diagnostics segment. Additional members of the Gen-Probe management
team are also being offered ongoing employment arrangements with
Hologic.
The companies also confirmed that integration planning efforts
are well underway and continue to proceed as planned. Integration
planning teams at both companies have made significant progress in
identifying critical integration issues, establishing objectives
and targeted synergies for each area of the combined business, and
developing a timeline to achieve certain synergies, which also
includes other key milestone dates and events. Hologic expects to
implement critical phases of this integration process immediately
following closing with additional phases continuing over the next
24 months.
"We are making great progress toward completing the acquisition
of Gen-Probe, which will strengthen our growing diagnostics
portfolio and advance our presence in the overall molecular
diagnostics market," said Rob
Cascella, President and Chief Executive Officer of Hologic.
"The global outlook for diagnostics is compelling and as a combined
company we expect to capitalize on the significant opportunities in
the market. Hologic and Gen-Probe have a comprehensive and robust
integration plan that we believe will position the combined company
to deliver on the financial, operational and strategic benefits of
this acquisition. I am confident the integration implementation
will be efficiently executed upon the closing of the transaction
and that our combined teams and product lines will create
significant value for all of our stakeholders."
"As we move forward with the integration planning, I am
confident that we will be able to achieve the expected benefits of
this transaction," said Carl Hull,
Chairman and Chief Executive Officer of Gen-Probe. "The combined
company will have an impressive new product pipeline and broader
research and development capabilities, with a strong sales force
and talented employees that will position Hologic for continued
success in the fast-growing molecular diagnostics market. I am
committed to working with Rob and our combined teams and fully
expect a smooth integration."
Update on Financing:
Hologic today also announced the launch of the syndication of
its new committed senior secured credit facilities to be entered
into in order to provide a significant portion of the financing in
connection with its acquisition of Gen-Probe. These credit
facilities are expected to be in an aggregate principal amount of
$3.05 billion comprised of the
following sources: a $1.0 billion
tranche A term loan facility; a $1.75
billion tranche B term loan facility; and a $300 million revolving credit facility.
The allocation and amount of the anticipated senior secured
credit facilities may be subject to adjustment, and the funding of
the commitments for this financing is contingent on the
satisfaction of certain conditions set forth in the previously
disclosed Commitment Letter for the financing, including that there
not having occurred, since December 31,
2011, an Acquired Business Material Adverse Effect (as
defined in the Commitment Letter). The closing of each of these
financing facilities is expected to take place concurrently with
the completion of Hologic's acquisition of Gen-Probe.
Hologic's Preliminary Third Quarter Fiscal 2012 Financial
Results:
In connection with the commencement of syndication efforts
relating to the financing, Hologic today provided preliminary
fiscal third quarter 2012 financial results and its full fiscal
2012 revenue and non-GAAP adjusted earnings per share (EPS)
outlook.
Based on preliminary financial data, Hologic expects the
following for the third quarter of fiscal 2012 as compared to the
corresponding period in the prior year: (i) revenues of
approximately $470 million as
compared to $451.1 million; (ii)
non-GAAP adjusted net income in the range of $90 million to $93 million as compared to
$85.7 million; (iii) non-GAAP
adjusted EPS in the range of $0.34 to
$0.35 as compared to $0.32;
and (iv) non-GAAP adjusted EBITDA of over $160 million as compared to $154.6 million (non-GAAP adjusted EBITDA is
defined as non-GAAP adjusted net income plus: interest expense,
net; income taxes; and depreciation and amortization, included in
its non-GAAP adjusted net income).
Hologic is also reaffirming the low-end of its full year 2012
revenue guidance of $1.9 billion and
its non-GAAP adjusted EPS range of $1.36 to
$1.38, as previously provided. This guidance includes
Hologic's current operations and does not include the results of
Gen-Probe.
Principal factors impacting the Company's third quarter revenue
results include a significant acceleration in the shift of orders
from 2D digital mammography systems to its new Dimensions 3D breast
tomosynthesis systems, as well as customer orders for Dimensions
systems that were placed, but not shipped, during the third quarter
of fiscal 2012. Hologic expects the majority of these orders to be
installed in the fourth quarter of fiscal 2012. The customer site
readiness requirements for tomosynthesis are more extensive than
for the 2D systems and therefore the accelerated shift from 2D to
3D mammography orders has contributed to an initial delay in
installations. Consequently, backlog of orders was stronger at the
end of the third quarter than at the end of the second quarter.
Hologic noted that sales of its Dimensions 3D breast
tomosynthesis system are exceeding expectations. As a result,
Hologic noted the following key items:
- Backlog and bookings for 3D mammography systems significantly
increased as of June 23, 2012 as
compared to March 24, 2012;
- Hologic has reached over 45% of its two-year unit goal of 500
to 700 3D systems in the U.S. and, with units already in backlog,
will meet the target of 60% of this range by the end of fiscal
2012.
Hologic's fiscal third quarter non-GAAP adjusted EPS is expected
to meet or exceed the guidance of $0.34 provided on April
30, 2012 as a result of favorable product mix and
disciplined expense management.
The preliminary financial information presented in this news
release represents estimates only, as Hologic has not completed its
financial statements for its third quarter ended June 23, 2012 and its independent auditor has not
commenced its review thereof. Actual results, therefore, may differ
materially from those estimated. At this preliminary stage, Hologic
does not have the financial data available to estimate its GAAP
earnings. GAAP EPS may be affected by changes in ongoing
assumptions and judgments relating to Hologic's acquired businesses
and may also be affected by nonrecurring, unusual or unanticipated
charges, expenses or gains (including expenses related to the
Gen-Probe acquisition), all of which are excluded in the
calculation of non-GAAP adjusted EPS as described in this press
release. A detailed GAAP to non-GAAP reconciliation will be
provided in Hologic's third quarter fiscal 2012 operating results
announcement on July 30, 2012.
Hologic's definitions of these non-GAAP financial measures, and the
reconciliations of these measures to Hologic's comparable GAAP
financial measures for the third quarter of fiscal 2011, are set
forth in the supplemental information attached to this press
release. When analyzing Hologic's operating performance, investors
should not consider these non-GAAP measures as a substitute for the
comparable financial measures prepared in accordance with GAAP.
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 Dimensions, 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.
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 Hologic's acquisition of
Gen-Probe, the anticipated benefits thereof, including anticipated
future integration of the two companies and the success of that
integration, the expected permanent financing for the transaction,
other of Hologic's and Gen-Probe's plans, objectives, expectations
and intentions, Hologic's guidance for its current fiscal year, 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 acquisition 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; 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.
As noted above, Hologic's guidance as to the results for its
current fiscal year does not reflect any revenue or earnings from
pending or future acquisitions, including its pending acquisition
of Gen-Probe. In addition, Hologic may not generate expected
revenues and may incur expenses or charges or realize income or
gains in fiscal 2012 that could cause actual results to vary from
its guidance. Risks and uncertainties that could adversely affect
Hologic's business and prospects, and otherwise cause actual
results to differ materially from those anticipated, include
without limitation: U.S., European and general worldwide economic
conditions and related uncertainties; Hologic's reliance on
third-party reimbursement policies to support the sales and market
acceptance of its products, including the possible adverse impact
of government regulation and changes in the availability and amount
of reimbursement and uncertainties regarding the availability or
amount of reimbursement for new products or product enhancements;
uncertainties regarding the recently enacted or future healthcare
reform legislation, including associated tax provisions, or budget
reduction or other cost containment efforts; changes in guidelines,
recommendations and studies published by various organizations that
could affect the use of Hologic's products; uncertainties inherent
in the development of new products and the enhancement of existing
products, including FDA approval and/or clearance and other
regulatory risks, technical risks, cost overruns and delays; the
risk that products may contain undetected errors or defects or
otherwise not perform as anticipated; manufacturing risks,
including Hologic's reliance on a single or limited source of
supply for key components, and the need to comply with especially
high standards for the manufacture of many of its products;
Hologic's ability to predict accurately the demand for its
products, and products under development, and to develop strategies
to address its markets successfully; the early stage of market
development for certain of Hologic's products; risks associated
with acquisitions, including without limitation, Hologic's ability
to successfully integrate acquired businesses, the risks that the
acquired businesses may not operate as effectively and efficiently
as expected even if otherwise successfully integrated, the risks
that acquisitions may involve unexpected costs or unexpected
liabilities, and the enhanced risks and challenges associated with
Hologic's recent acquisitions in China; the risk of adverse events and product
liability claims; risks related to the use and protection of
intellectual property; expenses, uncertainties and potential
liabilities relating to litigation, including, without limitation,
commercial, intellectual property, employment and product liability
litigation; technical innovations that could render products
marketed or under development by Hologic obsolete; competition; the
risks of conducting business internationally, including the effect
of exchange rate fluctuations on those operations; financing risks,
including Hologic's obligation to meet payment obligations and
financial covenants under Hologic's leases; and Hologic's ability
to attract and retain qualified personnel.
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.
HOLOGIC,
INC.
RECONCILIATION OF GAAP EPS AND NET INCOME TO NON-GAAP ADJUSTED
EPS,
NET INCOME AND EBITDA
(Unaudited)
(In thousands, except earnings per share)
|
|
|
|
|
|
|
|
|
Three Months Ended
June 25, 2011
|
|
|
|
|
|
|
EARNINGS PER SHARE
|
|
|
|
|
GAAP
earnings per share- Diluted
|
|
$
|
0.14
|
|
Adjustments to net income (as detailed
below)
|
|
|
0.18
|
|
Non-GAAP
adjusted earnings per share- Diluted
|
|
$
|
0.32
|
(1)
|
|
|
|
|
|
NET
INCOME
|
|
|
|
|
GAAP net
income
|
|
$
|
36,196
|
|
Adjustments:
|
|
|
|
|
Amortization of intangible
assets
|
|
|
59,671
|
|
Non-cash interest expense relating
to convertible notes
|
|
|
18,229
|
|
Contingent
consideration
|
|
|
3,790
|
|
Acquisition-related
costs
|
|
|
652
|
|
Other-than-temporary impairment
loss on equity investments
|
|
|
345
|
|
Income tax effect of reconciling
items
|
|
|
(33,147)
|
(2)
|
Non-GAAP
adjusted net income
|
|
$
|
85,736
|
|
|
|
|
|
|
EBITDA
|
|
|
|
|
Non-GAAP
adjusted net income
|
|
$
|
85,736
|
|
Interest expense, net, not
adjusted above
|
|
|
9,959
|
|
Provision for income
taxes
|
|
|
41,375
|
|
Depreciation expense
|
|
|
17,482
|
|
Adjusted
EBITDA
|
|
$
|
154,552
|
|
|
|
|
|
|
EXPLANATORY NOTES:
|
|
|
|
|
|
(1)
Non-GAAP adjusted earnings per share was calculated based on
265,167 weighted average diluted shares outstanding.
|
(2) To
reflect an estimated annual effective tax rate of 32.6% on a
non-GAAP basis.
|
Use of Non-GAAP Financial Measures:
Hologic has presented the following non-GAAP financial measures
in this press release: adjusted net income; adjusted EPS; and
adjusted EBITDA. Hologic defines adjusted EBITDA as its non-GAAP
adjusted net income plus interest expense, net, income taxes, and
depreciation and amortization expense included in its non-GAAP
adjusted net income. Hologic defines its non-GAAP adjusted net
income and adjusted EPS to exclude: (i) the amortization of
intangible assets; (ii) acquisition-related charges and effects,
such as charges for contingent consideration (comprised of (a)
adjustments for changes in the fair value of the contingent
consideration liabilities initially recorded as part of the
purchase price of an acquisition as required by GAAP, and (b)
contingent consideration that is tied to continuing employment of
the former shareholders and employees which is recorded as
compensation expense), transaction costs, and charges associated
with the write-up of acquired inventory to fair value; (iii)
non-cash interest expense related to amortization of the debt
discount for convertible debt securities; (iv) divestiture and
restructuring charges; (v) non-cash loss on exchange of convertible
notes; (vi) litigation settlement charges (benefits); (vii)
other-than-temporary impairment losses on equity investments;
(viii) other one-time, nonrecurring, unusual or infrequent charges,
expenses or gains that may not be indicative of Hologic's core
business results; and (ix) income taxes related to such
adjustments.
Hologic believes the use of non-GAAP adjusted net income is
useful to investors by eliminating certain of the more significant
effects of its acquisitions and related activities, non-cash
charges resulting from the application of GAAP to convertible debt
instruments with cash settlement features, charges related to debt
extinguishment losses, equity investment impairments, litigation
settlements, and divestiture and restructuring initiatives. These
measures also reflect how Hologic manages its businesses
internally. In addition to the adjustments set forth in the
calculation of Hologic's non-GAAP adjusted net income and adjusted
EPS, its non-GAAP adjusted EBITDA eliminates the effects of
financing, income taxes and the accounting effects of capital
spending. As with the items eliminated in its calculation of
non-GAAP adjusted net income, these items may vary for different
companies for reasons unrelated to the overall operating
performance of a company's business. When analyzing Hologic's
operating performance, investors should not consider these non-GAAP
financial measures as a substitute for net income prepared in
accordance with GAAP.
Contacts:
|
|
|
|
Hologic
Investor
Contact:
|
Gen-Probe Investor & Media
Contact:
|
Deborah R.
Gordon
|
Al
Kildani
|
Vice
President, Investor
Relations
|
Senior
Director, Investor Relations
|
(781)
999-7716
|
(858)
410-8653
|
Deborah.Gordon@hologic.com
|
Al.Kildani@gen-probe.com
|
|
|
Hologic
Media Contact:
|
|
Joele
Frank / Andrew Siegel / Nicholas Lamplough
|
|
Joele
Frank, Wilkinson Brimmer Katcher
|
|
(212)
355-4449
|
|
SOURCE Hologic, Inc.