HOLOGIC,INC. (NASDAQ:HOLX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On February14, 2017, Hologic,Inc. (Hologic) and
Cynosure,Inc. (Cynosure) entered into a definitive
Agreement and Plan of Merger, dated as of February14, 2017 (the
Merger Agreement), by and among Hologic, Cynosure, and
Minuteman Merger Sub,Inc. (Purchaser).
to the terms of Merger Agreement, Purchaser will commence an all
cash tender offer (the Offer) for any (subject to the
minimum condition) and all of Cynosures outstanding shares of
ClassA Common Stock, par value $0.001 per share (the
Shares), at a purchase price of $66.00 per Share (the
Offer Price), net to the seller in cash, without interest,
subject to any required withholding of taxes. Under the Merger
Agreement, Hologic is required to commence the Offer within five
business days after the date of the Merger Agreement. The Offer
will remain open for a minimum of 20 business days from the date
of commencement.
The obligation of Purchaser to purchase Shares tendered in the
Offer is subject to customary closing conditions, including
(i)Shares having been validly tendered and not withdrawn that
represent at least a majority of the total number of Shares then
outstanding, (ii)the expiration or termination of applicable
waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, (iii)approval from the
German Federal Cartel Office under the German Act Against
Restraints of Competition having been obtained, (iv)the absence
of injunctions or other legal restraints preventing the
consummation of the Offer or the Merger, as defined below, (v)the
accuracy of representations and warranties made by Cynosure in
the Merger Agreement, (vi)compliance by Cynosure with its
covenants in the Merger Agreement, and (vii)other conditions set
forth in Annex I to the Merger Agreement. The consummation of the
Offer is not subject to any financing conditions.
Following the completion of the Offer, subject to the absence of
injunctions or other legal restraints preventing the consummation
of the Merger, Purchaser will merge with and into Cynosure, with
Cynosure surviving as a wholly owned subsidiary of Hologic (the
Merger), to the procedure provided for under
Section251(h)of the Delaware General Corporation Law, without any
additional stockholder approvals. The Merger will be effected as
soon as practicable following the time of purchase by Purchaser
of Shares validly tendered and not withdrawn in the Offer.
At the effective time of the Merger (the Effective Time),
each issued and outstanding Share (other than Shares owned by
(i)Cynosure, Hologic, Purchaser, or any other subsidiary of
Hologic, which Shares will be canceled and will cease to exist,
(ii)any subsidiary of Cynosure , which Shares will be converted
into such number of shares of common stock of the Surviving
Corporation so as to maintain relative ownership percentages or
(iii)stockholders who validly exercise appraisal rights under
Delaware law with respect to such Shares) will be converted into
the right to receive an amount in cash equal to the Offer Price,
without interest, subject to any required withholding taxes.
to the terms of the Merger Agreement, as of immediately prior
to the Effective Time, (i)each then-outstanding Cynosure stock
option will vest in full and be cancelled and converted into a
right to receive the Offer Price (less the applicable exercise
price) in respect of each Share underlying such stock option,
(ii)each then outstanding Cynosure restricted stock unit award
will vest and be cancelled and converted into the right to
receive the Offer Price in respect of each Share underlying
such restricted stock unit award, and (iii)each
then-outstanding Cynosure performance stock unit award will
vest and be cancelled and converted into the right to receive
the Offer Price in respect of the maximum number of Shares
underlying such performance stock unit award.
In the Merger Agreement, Cynosure has agreed, among other
things, (i)to use commercially reasonable efforts to conduct
its business in the ordinary course during the period between
the execution of the Merger Agreement and the consummation of
the Merger; (ii)subject to certain customary exceptions set
forth in the Merger Agreement to permit Cynosures board of
directors to comply with its fiduciary duties, to recommend
that Cynosures stockholders accept the Offer and tender their
shares to the Offer; and (iii)not to solicit alternative
acquisition proposals and to certain restrictions on its
ability to respond to any such proposals. The Merger Agreement
also contains customary representations, warranties and
covenants of Cynosure, Hologic and Purchaser.
The Merger Agreement contains customary termination rights for
both Hologic and Cynosure, including, among others, for failure
to consummate the Offer on or before August14, 2017.
Upon termination of the Merger Agreement under specified
circumstances, including (i)a termination by Cynosure to enter
into an agreement for an alternative transaction that
constitutes a Superior Proposal (as defined in the Merger
Agreement) or (ii)a termination by Hologic due to a change in
the Cynosure boards recommendation, Cynosure has agreed to pay
Hologic a termination fee of approximately $57.7 million.
The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the actual terms of the Merger Agreement, a copy
of which is attached hereto as Exhibit2.1 and incorporated
herein by reference. The Merger Agreement has been included to
provide investors with information regarding its terms and is
not intended to provide any financial or other factual
information about Cynosure or Hologic. In particular, the
representations, warranties and covenants contained in the
Merger Agreement (i)were made only for purposes of that
agreement and as of specific dates, (ii)were solely for the
benefit of the parties to the Merger Agreement, (iii)may be
subject to limitations agreed upon by the parties, including
being qualified by confidential disclosures made for the
purposes of allocating contractual risk between the parties to
the Merger Agreement instead of establishing those matters as
facts and (iv)may be subject to standards of materiality
applicable to the contracting parties that differ from those
applicable to investors. Moreover, information concerning the
subject matter of the representations, warranties and covenants
may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in
public disclosures by Hologic or Cynosure. Accordingly,
investors should read the representations and warranties in the
Merger Agreement not in isolation but only in conjunction with
the other information about Hologic or Cynosure and their
respective subsidiaries that the
respective companies include in reports, statements and other
filings they make with the U.S. Securities and Exchange
Commission (the SEC).
Item 8.01 Other Events
On February14, 2017, Hologic and Cynosure issued a joint press
release announcing the execution of the Merger Agreement.
Hologic also made an investor presentation concerning the
proposed transaction. Copies of the joint press release and the
investor presentation are attached hereto as Exhibits 99.1 and
99.2, respectively. In addition, a transcript of the investor
presentation is attached hereto as Exhibit 99.3.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
Description
2.1
Agreement and Plan of Merger, dated as of February14,
2017, by and among Hologic,Inc., Cynosure,Inc. and
Minuteman Merger Sub,Inc.
99.1
Joint Press Release, dated February14, 2017.
99.2
Investor Presentation Materials, dated February14, 2017.
99.3
Investor Presentation Transcript, dated February 14,
2017.
Schedules have been omitted to Item 601(b)(2)of Regulation S-K.
Hologic hereby undertakes to furnish supplemental copies of any
of the omitted schedules upon request by the U.S. Securities
and Exchange Commission.
Additional Information and Where to Find
It
The tender offer for the outstanding shares of Cynosure has not
yet commenced. This Current Report on Form8-K is for
informational purposes only and is neither an offer to purchase
nor a solicitation of an offer to sell shares, nor is it a
substitute for the tender offer materials that Hologic and its
subsidiary will file with the Securities and Exchange
Commission (SEC). At the time the tender offer is commenced,
Hologic and its subsidiary will file tender offer materials on
Schedule TO, and thereafter Cynosure will file a
Solicitation/Recommendation Statement on Schedule 14D-9, with
the SEC with respect to the tender offer. THE TENDER OFFER
MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION. HOLDERS OF SHARES OF CYNOSURE COMMON STOCK ARE
URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME
AVAILABLE (AS EACH MAYBE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT
HOLDERS OF SHARES OF CYNOSURE COMMON STOCK SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
The Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, as
well as the Solicitation/Recommendation Statement, will be made
available to all holders of shares of Cynosure common stock at
no expense to them. The tender offer materials and the
Solicitation/Recommendation Statement will be made available
for free at the SECs website at www.sec.gov. Additional copies
of the tender offer materials may be obtained for free by
contacting Hologic,Inc. at 250 Campus Drive, Marlborough, MA
01752, Attention: Investor Relations.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well
as the Solicitation/Recommendation Statement, Hologic and
Cynosure file annual, quarterly and current reports and other
information with the SEC. You may read and copy any reports or
other information filed by Hologic or Cynosure at the SEC
public reference room at 100 F Street, N.E., Washington, D.C.
20549. Please call the Commission at 1-800-SEC-0330 for further
information on the public reference room. Hologics and
Cynosures filings with the SEC are also available to the public
from commercial document-retrieval services and at the SECs
website at www.sec.gov.
Forward-Looking Statements
This document contains forward-looking information that
involves risks and uncertainties, including statements about
each companys 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 companys strategies, positioning, resources,
capabilities, and expectations for future performance; and each
companys outlook and financial and other guidance. Any
statements that are not statements of historical fact
(including statements containing the words believes, plans,
anticipates, expects, estimates and similar expressions) should
also be considered to be forward looking statements. 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 the either
companys 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
Cynosures operations with those of Hologic will be greater than
expected; the ability of the combined company to retain and
hire key personnel; the ability of the parties to timely and
successfully receive required regulatory approvals; the effect
of the continuing worldwide macroeconomic uncertainty,
including the UKs decision to leave the European Union, on each
companys business and results of operations; the coverage and
reimbursement decisions of third-party payors and the
guidelines, recommendations, and studies published by various
organizations relating to the use of products and treatments;
the uncertainty of the impact of cost containment efforts and
federal healthcare reform legislation on each companys business
and results of operations; the impact to Hologics results of
operations from the disposal of its blood screening business to
Grifols, and the operational challenges of separating this
business unit from Hologics molecular diagnostics business; the
ability to successfully manage ongoing organizational and
strategic changes, including Hologics ability to attract,
motivate and retain key employees; the impact and anticipated
benefits of completed acquisitions and acquisitions Hologic may
complete in the future; the ability to consolidate certain of
Hologics manufacturing and other operations on a timely basis
and within budget, without disrupting Hologics business and to
achieve anticipated cost synergies related to such actions; the
development of new competitive technologies and products;
regulatory approvals and clearances for products; production
schedules 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; business strategies; estimated asset and liability
values; the impact and costs and expenses of any litigation the
companies may be subject to now or in the future; compliance
with covenants contained in Hologics debt agreements;
anticipated trends relating to Hologics financial condition or
results of operations, including the impact of interest rate
and foreign currency exchange fluctuations; and Hologics
capital resources and the adequacy thereof.
The risks included above are not exhaustive. Other factors that
could adversely affect each companys business and prospects are
described in the filings made by the applicable company with
the SEC. Hologic and Cynosure 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.
to the requirements of the Securities Exchange Act of 1934,
Hologic,Inc. has duly caused this current report to be signed
on its behalf by the undersigned officer hereunto duly
authorized.
HOLOGIC,INC.
By:
/s/ John M. Griffin
John M. Griffin
General Counsel
Dated: February14, 2017
ExhibitIndex
Exhibit No.
Description
2.1
Agreement and Plan of Merger, dated as of February14,
2017, by and among Hologic,Inc., Cynosure,Inc. and
Minuteman Merger Sub,Inc.
99.1
Joint Press Release, dated February14, 2017.
99.2
Investor Presentation Materials, dated February14, 2017.
99.3
Investor Presentation Transcript, dated February 14,
2017.
Schedules have been omitted
About HOLOGIC, INC. (NASDAQ:HOLX)
Hologic, Inc. is a developer, manufacturer and supplier of diagnostics products, medical imaging systems and surgical products with an emphasis on women’s health. The Company operates through four segments: Diagnostics, Breast Health, GYN Surgical and Skeletal Health. The diagnostics products include Aptima family of assays, ThinPrep system, the Rapid Fetal Fibronectin Test and Procleix blood screening assays. It offers viral load assays for the quantitation of Hepatitis B Virus (HBV), Hepatitis C Virus (HCV) and Human Immunodeficiency Virus-1 (HIV-1). The Breast Health products include breast imaging and related products and accessories, including digital mammography systems, computer-aided detection (CAD) and breast biopsy guidance systems. The GYN Surgical products include NovaSure Endometrial Ablation System and MyoSure Hysteroscopic Tissue Removal System. The Skeletal Health segment offers Discovery and Horizon X-ray bone densitometers and mini C-arm imaging systems. HOLOGIC, INC. (NASDAQ:HOLX) Recent Trading Information
HOLOGIC, INC. (NASDAQ:HOLX) closed its last trading session down -0.99 at 39.03 with 1,388,231 shares trading hands.
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