Item 1.01 Entry into a Material Definitive Agreement
On April 8, 2021, Hologic, Inc. ("Hologic") and certain significant
equityholders of Mobidiag Oy, a Finnish limited liability company ("Mobidiag"),
entered into a share purchase agreement (the "Purchase Agreement"), pursuant to
which, subject to the satisfaction or waiver of certain conditions, Hologic or
one of its subsidiaries will purchase all of the outstanding equity of Mobidiag
(the "Transaction") for EUR 600 million in cash and the repayment of certain
The Purchase Agreement contains warranties and covenants customary for a
transaction of this nature, including non-competition and non-solicitation
obligations from certain equityholders. The consummation of the Transaction is
subject to customary closing conditions, including, among others, (i) Hologic
having obtained requisite clearances from Finnish and French governmental
authorities, (ii) at least ninety percent (90%) of the equityholders of Mobidiag
(the "Sellers") becoming party to the Purchase Agreement and (iii) compliance by
the Sellers with their obligations under the Purchase Agreement (subject to
certain materiality thresholds).
The Purchase Agreement contains certain customary termination rights for Hologic
and the Sellers, including, among other events, if the Transaction has not been
completed on or prior to August 6, 2021 (which date may be extended to
September 5, 2021 under certain circumstances) (the "Termination Date"). In the
event of a termination of the Purchase Agreement due to the failure to obtain
the required regulatory clearances by the Termination Date, Hologic has agreed
to pay Mobidiag a termination fee of EUR 20 million.
Hologic intends to finance the Transaction with cash on hand and borrowings
under its existing credit facilities.
The Purchase Agreement has been included to provide investors with information
regarding its terms. It is not intended to provide any other factual information
about Hologic, Mobidiag or the Sellers. The warranties contained in the Purchase
Agreement were made only for purposes of the Purchase Agreement as of the
specific dates therein, were solely for the benefit of the parties to the
Purchase Agreement, may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures made for the
purposes of allocating contractual risk between the parties to the Purchase
Agreement instead of establishing these matters as facts, and may be subject to
standards of materiality applicable to the contracting parties that differ from
those applicable to investors. Investors are not third-party beneficiaries under
the Purchase Agreement and should not rely on the warranties or any descriptions
thereof as characterizations of the actual state of facts or condition of the
parties thereto or any of their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of warranties may change after the
date of the Purchase Agreement, which subsequent information may or may not be
fully reflected in Hologic's public disclosures.
The Purchase Agreement is filed as Exhibit 2.1 hereto and incorporated by
reference herein. The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Item 7.01. Regulation FD Disclosure.
On April 8, 2021, Hologic issued a press release announcing the Transaction,
which is included as Exhibit 99.1 hereto and is incorporated into this Item 7.01
The information furnished in this Item 7.01 shall not be deemed to be "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to the liability of such section, nor
shall such information be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, regardless of
the general incorporation language of such filing, except as shall be expressly
set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements.
This communication contains forward-looking statements, including statements
related to the proposed Transaction and other statements regarding Hologic's
current expectations, prospects and opportunities. These forward-looking
statements are covered by the "Safe Harbor for Forward-Looking Statements"
provided by the Private Securities Litigation Reform Act of 1995. Hologic has
tried to identify these forward looking statements by using words such as
"expect," "anticipate," "estimate," "plan," "will," "would," "should," "could,"
"forecast," "believe," "guidance," "projection," "target" or similar
expressions, but these words are not the exclusive means for identifying such
statements. Hologic cautions that a number of risks, uncertainties and other
factors could cause Hologic's actual results to differ materially from those
expressed in, or implied by, the forward-looking statements, including, without
limitation that the conditions to closing the Transaction will be satisfied; the
impact of the Transaction on Hologic's business, its financial and operating
results and its employees, suppliers and customers; factors affecting the
feasibility and timing of any transaction or other action, including, without
limitation, required third-party consents and regulatory approvals; and risks
related to realization of the expected benefits of the Transaction or other
action to Hologic and its stockholders. For a detailed discussion of factors
that could affect Hologic's future operating results, please see Hologic's
filings with the Securities and Exchange Commission, including the disclosures
under "Risk Factors" in those filings. Except as expressly required by the
federal securities laws, Hologic undertakes no obligation to update or revise
any forward-looking statements, whether as a result of new information, changed
circumstances or future events or for any other reason.
Item 9.01. Financial Statements and Exhibits
2.1 Share Purchase Agreement, dated as of April 8, 2021, by and among
Hologic, Inc., and certain sellers listed therein†
99.1 Press Release issued by Hologic on April 8, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
† Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
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