BEDFORD, Mass. and SAN DIEGO, July 17,
2012 /PRNewswire/ -- Hologic, Inc. (Hologic) (NASDAQ:
HOLX) and Gen-Probe Incorporated (Gen-Probe) (NASDAQ: GPRO) today
announced that they have received written notification from
Germany's Federal Cartel Office
that the proposed acquisition of Gen-Probe by Hologic is cleared to
proceed.
As previously announced on June 19,
2012, 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
United States Federal Trade Commission. With the recent clearance
from Germany, a required condition
to close the proposed acquisition, the receipt of required
anti-trust clearances has been satisfied. The acquisition remains
subject to customary closing conditions, including the receipt of
Gen-Probe stockholder approval.
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. A Special Meeting of Gen-Probe stockholders has been
scheduled 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.
Additional Information and Where You Can Find It:
In connection with the proposed transaction, Gen-Probe has filed
a Definitive Proxy Statement on Schedule 14A (the "Proxy
Statement") and certain other materials with the SEC. GEN-PROBE
URGES INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER
MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. Investors may
obtain free copies of the Proxy Statement 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 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 and their direct or indirect interests, by security
holdings or otherwise, is included in the Proxy Statement.
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. 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 approval by Gen-Probe's
stockholders; uncertainties relating to litigation, including
pending and future Gen-Probe shareholder lawsuits related to the
proposed acquisition; and successful and timely completion by
Hologic of its anticipated financing arrangements for the
acquisition.
The risks included above are not exhaustive. Other factors that
could adversely affect the ability of Hologic and Gen-Probe to
complete the transaction 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.
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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.