– Transaction Accelerates Hologic’s Entry into
Oncology Growth Market, Provides New Lab Capabilities –
– Hologic’s Commercial Resources, Expertise in
Molecular Automation Expected to Boost Biotheranostics Growth –
Hologic, Inc. (Nasdaq: HOLX), a global leader in women's health,
announced today that it has agreed to acquire Biotheranostics,
Inc., a privately held, commercial-stage company that provides
molecular diagnostic tests for breast and metastatic cancers, for
approximately $230 million, subject to working capital and other
customary closing adjustments.
“Acquiring Biotheranostics enables us to jump-start our entry
into a large, fast-growing oncology adjacency that fits perfectly
with our broader corporate focus and passion for women’s health,”
said Kevin Thornal, Hologic’s Division President, Diagnostics.
“Together with the Biotheranostics team, we can leverage our
commercial capabilities and expertise in molecular diagnostics
automation to accelerate growth, help physicians make more informed
decisions, and deliver more personalized treatment and better
clinical outcomes for more women. In addition, Biotheranostics’
CLIA (Clinical Laboratory Improvement Amendments) lab provides us
new capabilities to help accelerate market development for
innovative new tests.”
“We are thrilled that the Biotheranostics team will become part
of Hologic’s diagnostic business,” said Don Hardison,
Biotheranostics’ President and Chief Executive Officer. “Hologic’s
leadership in women’s health and molecular automation will
accelerate access for both of our novel, proprietary tests,
translating into better clinical outcomes for cancer patients. For
Breast Cancer Index (BCI), our long-held belief is that all women
who are being treated with endocrine therapy for their breast
cancer deserve to know what is right for them. Being part of
Hologic only helps bring that hope closer to reality. In addition,
patients facing the challenges of metastatic cancer will have
broader access to our CancerTYPE ID offering that can aid in the
diagnosis of the tumor type and subtypes representing 95% of all
solid tumors.”
Both of Biotheranostics’ tests are PCR (polymerase chain
reaction)-based gene expression tests that have been extensively
validated in large studies in areas of oncology with critical unmet
needs and high growth potential. The BCI test is included in
several clinical practice guidelines for breast cancer, and both
tests enjoy widespread reimbursement in the United States.
“Using our strong cash flow to further expand our core
businesses into large, fast-growing adjacencies is a key goal of
our capital deployment strategy,” said Steve MacMillan, Hologic’s
Chairman, President and Chief Executive Officer. “Acquiring
Biotheranostics leverages our strengths in molecular diagnostics
and complements our leadership in breast health, while providing
attractive growth and return on invested capital.”
Biotheranostics generated approximately $33 million of revenue
in calendar 2020. The acquisition is expected to be slightly
dilutive to Hologic’s non-GAAP earnings per share in fiscal 2021,
break-even in 2022, and accretive thereafter.
The acquisition is expected to close in February of 2021,
subject to antitrust clearance and other customary closing
conditions.
About Hologic, Inc.
Hologic, Inc. is an innovative medical technology company
primarily focused on improving women's health and well-being
through early detection and treatment. For more information on
Hologic, visit www.hologic.com.
Hologic and The Science of Sure are trademarks and/or registered
trademarks of Hologic, Inc. and/or its subsidiaries in the United
States and/or other countries.
About Biotheranostics,
Inc.
Biotheranostics, Inc. is a commercial-stage molecular
diagnostics company that develops and provides diagnostic,
prognostic and predictive tests that support physicians in the
treatment of cancer patients. The company is based in San Diego, CA
and offers testing services through its CLIA-certified,
CAP-accredited laboratory that is directly licensed or otherwise
authorized to perform testing in all 50 states. Biotheranostics is
a leader in the development of evidence-based biomarkers to address
unmet medical needs, and the company has set the foundation for
rapid growth. For more information, visit biotheranostics.com.
Non-GAAP Financial
Measures
This press release discusses non-GAAP diluted EPS, which is a
non-GAAP financial measure. Hologic’s definition of non-GAAP
diluted EPS may differ from similarly titled measures used by
others. Hologic defines its non-GAAP EPS presented in this press
release to primarily exclude the amortization of intangible assets,
acquisition- and integration-related charges, and income taxes
related to such adjustments.
Non-GAAP diluted EPS adjusts for specified items that may be
non-cash, or can be highly variable or difficult to predict. In the
context of forward-looking statements, the non-GAAP financial
measures facilitate period-to-period comparisons by excluding the
effects of events that have occurred in the past or may occur in
the future and have accounting consequences that can mask
underlying operational trends, such as acquisitions,
restructurings, debt extinguishment and impairments.
This non-GAAP financial measure should be considered
supplemental to, and not a substitute for, financial information
prepared in accordance with GAAP. Because non-GAAP financial
measures exclude the effect of items that will increase or decrease
Hologic’s reported results of operations, management encourages
investors to review Hologic’s consolidated financial statements and
publicly filed reports in their entirety.
Future GAAP EPS may be affected by changes in ongoing
assumptions and judgments, and may also be affected by
non-recurring, unusual or unanticipated charges, expenses or gains,
which are excluded from the calculation of Hologic’s non-GAAP EPS
as described in this press release.
When Hologic provides its expectations for non-GAAP EPS on a
forward-looking basis, a reconciliation of the differences between
these non-GAAP expectations and the corresponding GAAP measures are
not available without unreasonable effort because Hologic has not
estimated the fair value of the assets and liabilities expected to
be acquired in the transaction. Nor has Hologic determined the fair
value of acquired intangible assets and related annual amortization
expense that would be required to provide the corresponding GAAP
measure. The variability of the items that have not yet been
determined may have a significant, and potentially unpredictable,
impact on Hologic’s future GAAP results.
Forward-Looking
Statements
This news release contains forward-looking information that
involves risks and uncertainties, including statements about each
company's plans, objectives, expectations and intentions. Such
statements include, without limitation: financial or other
information based upon or otherwise incorporating judgments or
estimates relating to future performance, events or expectations;
each company's strategies, positioning, resources, capabilities,
and expectations for future performance; and each company's outlook
and financial and other guidance. These forward-looking statements
are based upon assumptions made as of this date and are subject to
known and unknown risks and uncertainties that could cause actual
results to differ materially from those anticipated.
Risks and uncertainties that could adversely affect either
company's business and prospects, and otherwise cause actual
results to differ materially from those anticipated, include
without limitation: the possibility that the anticipated benefits
from the proposed transaction cannot be fully realized or may take
longer to realize than expected; the possibility that costs or
difficulties related to the integration of Biotheranostics’
operations with those of Hologic will be greater than expected; the
ability of Hologic and Biotheranostics to retain and hire key
personnel; the coverage and reimbursement decisions of third-party
payers and the guidelines, recommendations, and studies published
by various organizations relating to the use of products and
treatments; the ability to successfully manage ongoing
organizational and strategic changes, including Hologic's ability
to attract, motivate and retain key employees; the development of
new competitive technologies and products; regulatory approvals and
clearances for products; the anticipated development of markets in
which products are sold into and the success of products in these
markets; the anticipated performance and benefits of products;
estimated asset and liability values; anticipated trends relating
to Hologic's financial condition or results of operations; and
Hologic's capital resources and the adequacy thereof.
The risks included above are not exhaustive. Other factors that
could adversely affect Hologic’s business and prospects are
described in Hologic’s filings 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.
Source: Hologic, Inc.
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version on businesswire.com: https://www.businesswire.com/news/home/20210105005738/en/
Media Contact Jane Mazur Vice President, Divisional
Communications (508) 263-8764
Investor Contact Michael Watts Vice President, Investor
Relations and Corporate Communications (858) 410-8588
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