Hologic and Gen-Probe Announce Expiration of Hart-Scott-Rodino Act Waiting Period
Bedford, Mass. and San Diego, Calif., June 19, 2012 ‚?? Hologic, Inc. (Hologic) (NASDAQ: HOLX) and Gen-Probe Incorporated (Gen-Probe) (NASDAQ: GPRO) today announced that, in connection with Hologic‚??s proposed acquisition of Gen-Probe, the initial 30-day waiting period required under the Hart- Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired without a request for additional information from the Federal Trade Commission. Expiration of the waiting period satisfies a condition to close the proposed acquisition.
As previously announced on April 30, 2012, Hologic agreed to acquire all of the outstanding shares of Gen-Probe for $82.75 per share in cash. The all-cash transaction is expected to be funded through available cash and additional financing provided by term loans and high yield securities. The transaction is expected to be completed in the third quarter of calendar 2012.
The companies separately noted that integration planning efforts are well underway. An integration planning team has begun the process of identifying critical integration issues, establishing objectives and targeted synergies for each area of the business, mapping product and service lines and establishing key milestone dates and events. Hologic continues to be confident that the combination of teams and product lines should create significant value for all of its stakeholders and that the integration will move quickly upon the closing of the transaction.
The transaction remains subject to the satisfaction of customary closing conditions, including clearance from the German Federal Cartel Office. Submission of the merger filing has been made to the German Federal Cartel Office.
Goldman, Sachs & Co. and Perella Weinberg Partners are acting as financial advisors to Hologic and Brown Rudnick LLP and Jones Day are acting as legal advisors. Morgan Stanley & Co. LLC is acting as financial advisor to Gen-Probe and Skadden, Arps, Slate, Meagher & Flom LLP and Cooley LLP are acting as legal advisors.
Additional Information and Where to Find It:
Gen-Probe and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from Gen-Probe‚??s stockholders with respect to the proposed transaction. Information regarding the officers and directors of Gen-Probe is included in the Definitive Proxy Statement on Schedule 14A filed with the SEC on April 5, 2012 with respect to the 2012 Annual Meeting of Stockholders of Gen-Probe. More detailed information regarding the identity of the potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials filed with the SEC in connection with the proposed transaction. Forward Looking Statement Disclaimer: This News Release contains forward-looking information that involves risks and uncertainties, including statements about Hologic‚??s and Gen-Probe‚??s plans, objectives, expectations and intentions. Such statements include, without limitation, statements about the timing of the completion of the transaction, the anticipated benefits thereof, and other of Hologic‚??s and Gen-Probe‚??s plans, objectives, expectations and intentions, and other statements that are not historical facts. Forward-looking statements may contain words such as ‚??expect,‚?Ě ‚??believe,‚?Ě ‚??may,‚?Ě ‚??can,‚?Ě ‚??should,‚?Ě ‚??will,‚?Ě ‚??forecast,‚?Ě ‚??anticipate,‚?Ě or similar expressions (including their use in the negative), and include assumptions that underlie such statements. 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 the parties to consummate the proposed merger in a timely manner or at all; satisfaction of the conditions precedent to consummation of the proposed merger, including the ability to secure regulatory approvals in a timely manner or at all, and approval by Gen-Probe‚??s stockholders; uncertainties relating to litigation, including pending and future Gen-Probe shareholder lawsuits related to the proposed merger; successful completion of anticipated financing arrangements; Hologic‚??s ability to successfully and timely integrate Gen-Probe‚??s operations, product lines, technologies and employees, and realize synergies from the proposed transaction; unknown, underestimated or undisclosed commitments or liabilities; effects of purchase accounting that may be different from expectations; the level of demand for the combined company‚??s products; the ability of the combined company to develop, deliver and support a broad range of products, develop new products, expand its markets and/or develop new markets; and the ability of the combined company to attract, motivate and retain key employees. Moreover, the combined business may be adversely affected by future legislative, regulatory, or tax changes as well as other economic, business and/or competitive factors. The risks included above are not exhaustive. Other factors that could adversely affect the combined company‚??s business and prospects are described in the filings made by Hologic and Gen-Probe with the SEC. Hologic and Gen-Probe 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.