– Hologic, Inc. announced a definitive agreement to be acquired by Blackstone and TPG in a deal valued at up to $79 per share, representing an enterprise value of up to $18.3 billion.
– Under the agreement, Hologic shareholders will receive $76 per share in cash plus a non-tradable contingent value right (CVR) of up to $3 per share, payable in two installments of up to $1.50 each based on Breast Health revenue targets for fiscal years 2026 and 2027.
– The total purchase price represents a 46% premium to Hologic’s May 23, 2025 closing share price.
– The transaction includes minority investments from Abu Dhabi Investment Authority (ADIA) and GIC.
– Hologic’s Chairman, President, and CEO, Stephen P. MacMillan, stated that the partnership with Blackstone and TPG will accelerate the company’s growth and enhance its global impact in women’s health.
– Blackstone’s Ram Jagannath praised Hologic as a global leader in women’s health and expressed enthusiasm about investing in its continued innovation and growth.
– TPG’s John Schilling highlighted the firm’s commitment to healthcare innovation and described Hologic as an opportunity to support next-generation medical solutions for women’s health.
– The transaction is expected to close in the first half of 2026, pending stockholder and regulatory approvals and other customary conditions.
– The Hologic Board of Directors unanimously approved the merger and recommends stockholders vote in favor.
– Blackstone and TPG have secured committed financing from Citi, Bank of America, Barclays, RBC, and SMBC Group, with additional equity commitments from their managed funds.
– Blackstone’s individual investor private equity strategy will also participate in the investment.
– TPG will invest through its U.S. and European private equity platform, TPG Capital.
– Upon closing, Hologic’s common stock will be delisted from Nasdaq, and the company will continue operating under its existing name and headquarters in Marlborough, Massachusetts.
– The merger agreement includes a 45-day “go-shop” period allowing Hologic to seek and consider alternative acquisition proposals.
– Hologic will not disclose updates on the “go-shop” process unless deemed necessary or required.
– Hologic plans to report fiscal Q4 2025 financial results on November 3 but will not issue fiscal 2026 guidance or hold earnings calls during the pending transaction period.
-The company expects to file its Form 10-K for fiscal 2025 in late November.
Advisors:
▪️Hologic: Goldman Sachs (exclusive financial advisor), Wachtell, Lipton, Rosen & Katz (legal counsel).
▪️Blackstone and TPG: Citi (exclusive financial advisor), Kirkland & Ellis LLP (legal counsel), Ropes & Gray LLP (healthcare regulatory counsel).
