Hologic Inc.

Hologic, Inc. announced on October 21, 2025, that it has entered into a definitive Agreement and Plan of Merger to be acquired by affiliates of Blackstone Inc. and TPG Capital. The transaction offers Hologic shareholders a total potential consideration of up to $79.00 per share, comprising $76.00 in upfront cash and a non-tradeable contingent value right (CVR) worth up to $3.00. The CVR payout is tied to the achievement of specific revenue milestones for Hologic's Breast Health business in fiscal years 2026 and 2027, with a potential 'catch-up' mechanism for 2026 if 2027 performance is strong. The Board of Directors unanimously recommended the merger, highlighting its fairness and alignment with shareholder interests.

Financially, the cash portion of the equity consideration amounts to approximately $17.3 billion, based on 228 million diluted shares outstanding. The acquisition will be funded through a combination of $11.5 billion in senior secured debt financing (comprising $9.5 billion in first lien term loans and $2.0 billion in second lien term loans), equity commitments from Blackstone and TPG affiliates, and approximately $2.2 billion of Hologic's existing cash and cash equivalents. The merger is not subject to any financing condition, indicating a high degree of certainty regarding funding.

Strategic initiatives include a 'go-shop' period extending until December 5, 2025, allowing Hologic to solicit alternative acquisition proposals to ensure maximum shareholder value. Following this period, customary 'no-shop' restrictions will apply, with exceptions for 'excluded parties' identified during the go-shop phase. The completion of the merger is contingent upon Hologic stockholder approval, various antitrust and foreign direct investment regulatory clearances, and the absence of a Material Adverse Effect. The 'Outside Date' for closing is July 21, 2026, with a potential three-month extension under certain conditions.

Management commentary indicates a positive outlook on the deal, with the Board's unanimous approval underscoring confidence in the value delivered to shareholders. Retention awards totaling $1.75 million were granted to certain named executive officers, subject to clawback provisions, to ensure continuity through the transition. The CVR mechanism aligns a portion of shareholder value with the future performance of a key business segment, providing a potential upside beyond the fixed cash payment.

Risk factors include the possibility of the merger not closing due to failure to obtain shareholder or regulatory approvals, potential litigation, and the inherent uncertainty of CVR payouts. The company also noted risks related to disruption of management's focus and the ability to retain key personnel and maintain business relationships during the transaction period. The delisting from Nasdaq and deregistration under the Exchange Act will occur upon consummation of the merger.