Hologic, Inc. (Nasdaq : HOLX), a global leader in women’s health, and SuperSonic Imagine (Paris:SSI) (Euronext: SSI, FR0010526814), a company specialized in ultrasound medical imaging, jointly announce today that Hologic Hub Ltd, a wholly-owned indirect subsidiary of Hologic, Inc., has acquired approximately 46% of SuperSonic Imagine shares, pursuant to a shares sale agreement entered into today.
“We are very pleased to take this important step in the process of acquiring SuperSonic Imagine, and are excited to begin integrating the company’s best-in-class ultrasound technology, products and people with Hologic’s broader resources for the benefit of women’s breast health,” said Pete Valenti, Hologic’s Division President, Breast and Skeletal Health Solutions.
SuperSonic Imagine’s main shareholders, namely Bpifrance, Andera Partners, Auriga Partners, Mérieux Participations and CDC PME Croissance, holding together 10,841,409 shares, representing approximately 46% of the outstanding share capital of SuperSonic Imagine, sold all of their shares to Hologic at a price of €1.50 per share. The settlement and delivery (règlement-livraison) of these shares to Hologic will effectively occur on August 2, 2019, it being specified that the acquisition is not subject to an earn-out mechanism.
This acquisition is being made following consultation with SuperSonic Imagine’s employee representative bodies (organes représentatifs du personnel) and confirmation from the Minister of the Economy that the transaction is not subject to the French foreign investments prior authorization process.
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In this context, SuperSonic Imagine has also entered into a termination agreement with Kreos pursuant to which, upon payment of a sum of approximatively €16.4 million, the financing agreements entered into with Kreos, i.e., the 2017 Venture Loan Agreement, the 2018 Venture Loan Agreement, and all related documentation, including all agreements relating to the warrants issued by SuperSonic Imagine in December 2018 to the benefit of Kreos Capital V (Expert Fund) L.P, will be terminated. Pursuant to this termination agreement, SuperSonic Imagine will be definitively and fully discharged of any obligation towards Kreos Capital V (UK) Ltd. and Kreos Capital V (Expert Fund) L.P. under these financing agreements.
By the end of August, Hologic will file a cash tender offer followed, as the case may be, by a mandatory squeeze-out, (i) for all SuperSonic Imagines’s outstanding shares (with the exception of shares already held by Hologic, treasury shares held by SuperSonic Imagine, and shares subject to a legal retention obligation) and (ii) all the shares that may be issued before the closing of the tender offer upon exercise of options (stock options and founders’ warrants), at a price of €1.50 per share, following the receipt of an opinion from SuperSonic Imagine’s Board of Directors on the fairness of the tender offer and its consequences for the company, its shareholders and employees, notably in consideration of the conclusions of the report of the independent expert (Accuracy) appointed on June 20, 2019 by SuperSonic Imagine’s Board of Directors.
The tender offer will not be subject to any condition precedent. It is nevertheless specified that, pursuant to the provisions of Article 231-9, I of the Autorité des marchés financiers General Regulation, the tender offer would be null and void if, on its closing date, Hologic did not hold a number of shares representing more than 50% of SuperSonic Imagine’s share capital or voting rights.
Finally, the completion of the tender offer is subject to the compliance decision of the Autorité des marchés financiers on the contemplated tender offer.
SuperSonic Imagine and Hologic also entered into a tender offer agreement setting forth the terms pursuant to which Hologic will proceed with the tender offer, the company’s corporate governance commitments, commitments to conduct the company’s business in the normal course of business, and certain representations and warranties.
As previously announced by Hologic on June 20, 2019, Hologic has agreed to acquire SuperSonic Imagine’s outstanding shares at a price of €1.50 per share. This price corresponds to approximately $39 million for all outstanding shares, or approximately $42 million assuming all outstanding options with an exercise price lower than €1.50 are exercised (based on the exchange rate of $1.13 for €1). For information purposes, it is specified that Hologic will also make available funds to repay SuperSonic Imagine’s net debt in an amount not to exceed $43 million, equating to a maximum enterprise value of $85 million (based on the exchange rate of $1.13 for €1).
Date: Augast 5, 2019
Source: Business Wire