BEDFORD, Mass., July 19, 2012 /PRNewswire/ -- Hologic, Inc.
(Hologic or the Company) (NASDAQ: HOLX) announced today the pricing
of its private placement of $1.0
billion in aggregate principal amount of its 6.25% Senior
Notes due 2020 (the "Notes"). The offering is expected to close
concurrently with the completion of Hologic's acquisition of
Gen-Probe Incorporated (NASDAQ: GPRO). The acquisition is subject
to the satisfaction of certain customary closing conditions,
including obtaining the approval of Gen-Probe's stockholders.
Gen-Probe has scheduled a Special Meeting of Stockholders for
July 31, 2012 to vote on the pending
acquisition and Hologic expects to close the acquisition on or
about August 1, 2012.
Separately, Hologic announced that it has received expected
pricing on its anticipated $2.80
billion of Senior Secured Credit Facilities to be obtained
in connection with its acquisition of Gen-Probe. Those facilities
are anticipated to comprise of the following:
- $300 million revolving credit
facility, initially at LIBOR plus 3.00%, due 2017;
- $1.0 billion tranche A term loan
facility, initially at LIBOR plus 3.00%, due 2017; and
- $1.50 billion tranche B term loan
facility, at LIBOR plus 3.50%, with a LIBOR floor of 1.00%, due
2019.
Hologic also expects to have the right to elect, from time to
time, to have all or a portion of the facilities accrue interest at
a base rate, to be defined, plus an applicable base rate margin.
The margin applicable to the revolving credit facility and the
tranche A loan facility is subject to adjustment based on changes
in the total net leverage ratio to be specified in the definitive
documentation for these facilities. The allocation of the principal
amount, interest and the determination of the purchase price of the
Senior Secured Credit Facilities are subject to change in limited
circumstances, and the closing of the facilities is contingent on
the satisfaction of certain conditions set forth in the definitive
documentation for the facilities, including the closing of the
Gen-Probe acquisition and there not having occurred, since
December 31, 2011, an Acquired
Business Material Adverse Effect (as defined in the definitive
documentation for the facilities). The Senior Secured Credit
Facilities are expected to close concurrently with the completion
of Hologic's acquisition of Gen-Probe.
Based upon the pricing of the Notes and the expected pricing of
the Senior Secured Credit Facilities, Hologic anticipates that the
initial blended interest yield on the Company's total financing for
the Gen-Probe acquisition will be approximately 4.80%, including
the amortization of the original issue discount (OID) and excluding
the impact of deferred financing costs.
Hologic intends to use the net proceeds from the Notes offering,
together with amounts drawn under its new Senior Secured Credit
Facilities and available cash, to acquire Gen-Probe and pay related
fees and expenses.
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. 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 the
Notes.
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.
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, statements with respect to
the anticipated timing and completion of the Company's acquisition
of Gen-Probe, and the anticipated closing and terms of the
Company's financing for that acquisition. 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 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 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,
which may, among other things, be adversely affected by changes in
prevailing credit markets (which have been subject to significant
volatility), or adverse changes to Hologic's business or prospects,
and the Company's ability to satisfy its conditions precedent for
the closing of the issuance of its Notes. The risks included above
are not exhaustive. Other factors that could adversely affect
Hologic'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.