By Lisa Kerner
Charlotte, N.C., June 9 - Hologic, Inc. agreed to acquire Third Wave Technologies, Inc. for $580 million, or $11.25 per share, in a bid to accelerate the growth of Hologic's diagnostics division.
The per-share price is a 24% premium to Third Wave's average trading price over the last three months, a Hologic news release said.
A tender offer for Third Wave's shares will begin "promptly," it said in the release.
Both companies' boards of directors have approved the transaction, which is expected to close in the third quarter of 2008.
To finance the deal, Hologic intends to borrow $600 million in the form of a senior secured credit facility on terms substantially consistent with the company's existing credit facility.
According to the news release, Hologic has secured fully committed debt financing for the full consideration from Goldman, Sachs & Co.
Hologic said the acquisition should be "modestly dilutive" to the company's adjusted earnings per share in the first full year after closing and then increasingly accretive.
"Third Wave's products in development, including its HPV [human papillomavirus] tests, employ a patented molecular diagnostic platform designed to help identify cervical cancer and other diseases at an early stage," Hologic chairman and chief executive officer Jack Cumming said in the release.
"This important transaction will broaden Hologic's range of diagnostic product offerings, enhance our revenue and earnings growth potential and, we believe, create long-term value for our shareholders."
Cumming went on to explain that if Third Wave's HPV tests receive Food and Drug Administration approval as expected in the first half of 2009, Hologic will be well positioned to take the products quickly to market through Hologic's established sales and distribution network for women's health.
Hologic was advised by Goldman Sachs and Brown Rudnick LLP.
XMS Capital Partners, Merrill Lynch & Co., Kirkland & Ellis LLP and Kennedy, Covington Lobdell & Hickman LLP advised Third Wave.
Hologic is a Bedford, Mass.-based medical technologies company.
Based in Madison, Wis., Third Wave develops molecular diagnostic reagents.
| Acquirer: | Hologic Inc.
|
| Target: | Third Wave Technologies, Inc.
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| Announcement date: | June 9
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| Transaction total: | $580 million
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| Price per share: | $11.25
|
| Expected closing: | Third quarter of 2008
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| Stock price of target: | Nasdaq: TWTI: $10.50 on June 6
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