approval, the addition of Cervista HR and Cervista 16/18 further
broadens Hologic's comprehensive suite of products and diagnostic tests
for women's health.
-- Enhances Hologic's value proposition to laboratories and OB/GYN
customers. Subject to FDA approval, the addition of Third Wave's HPV
tests will improve the standard for HPV testing by providing a more
efficient test process with increased specificity to Hologic customers,
as well as a platform for additional tests and services.
Financing and Structure
Under the agreement, Third Wave shareholders will receive an aggregate amount of an estimated $580 million in cash, assuming the conversion of Third Wave's outstanding convertible notes, warrants and restricted stock. Hologic intends to borrow $600 million to finance this transaction in the form of a senior secured credit facility on terms substantially consistent with the company's existing credit facility. Hologic has secured fully committed debt financing for the full consideration from Goldman, Sachs & Co.
Timing and Approvals
The transaction will be conducted through a tender offer to be launched as promptly as possible, to be followed by a merger to acquire any untendered shares. The closing of the tender offer is subject to customary closing conditions and antitrust review, including expiration or early termination of the applicable Hart-Scott-Rodino waiting period, and various country filings, and the acquisition by Hologic of a majority of Third Wave's shares.
Update to Hologic's Financial Guidance and Expected Impact
This transaction is expected to be slightly dilutive to Hologic's
non-GAAP EPS in Fiscal 2008 and we anticipate $0.02-0.03 per share dilution
to the company's previous guidance, excluding acquisition-related charges.
The acquisition is expected to be approximately $0.10 dilu
|SOURCE Hologic, Inc.|
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