HOLOGIC, INC. Item 1.01 Entry into a Material Definitive Agreement
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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
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 Purchase Agreement.
Item 7.01. Regulation FD Disclosure.
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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.
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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
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 2.1 Share Purchase Agreement, dated as ofApril 8, 2021 , by and amongHologic, Inc. , and certain sellers listed therein† 99.1 Press Release issued by Hologic onApril 8, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K.
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