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Hologic Enters into Exclusive Negotiations to Acquire SuperSonic Imagine, French Ultrasound Innovator

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Hologic, Inc. (Nasdaq: HOLX), a global leader in women’s health, announced today that it has made a binding offer to acquire (directly or through an affiliate) SuperSonic Imagine (Euronext: SSI, FR0010526814), a France-based innovator in cart-based ultrasound products, and that it has entered into an exclusive negotiation agreement with the company and its main shareholders toward that end.

“Like our previous acquisitions of Faxitron and Focal, acquiring SuperSonic Imagine will strengthen our strategy to provide comprehensive screening, interventional and surgical solutions across the continuum of breast health care,” said Pete Valenti, Hologic’s Division President, Breast and Skeletal Health Solutions. “Ultrasound is becoming increasingly important in diagnosing breast cancer, and we believe SuperSonic Imagine offers superior technology that translates into better clinical outcomes for breast cancer patients, as well as for patients with liver and prostate disease.”

Under the terms of the binding offer, 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 warrants and options with an exercise price lower than €1.50 are exercised. In addition, Hologic would 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. SuperSonic Imagine’s main shareholders, who together hold 10,841,409 shares or approximately 46% of the outstanding share capital of the company, have agreed to sell their shares to Hologic at the price of €1.50 per share, following a consultation process with SuperSonic Imagine’s social and economic committee and subject to obtaining French regulatory clearance regarding foreign investments, a favorable opinion of the SuperSonic Imagine board of directors based on the fairness opinion issued by the independent expert appointed by SuperSonic Imagine in accordance with paragraphs I, 1°, 2°, 4° and 5° and II of article 261-1 of the French Financial Markets Authority General Regulation, and other conditions.

If this acquisition is completed, Hologic will file a cash tender offer, which would not be subject to any condition precedent, for all the remaining shares of SuperSonic Imagine at the same price per share, which represents a premium of 42.9% over the closing price on June 19, 2019 and a premium of 45.7% over the volume-weighted average price over 60 trading days. In accordance with applicable regulations, this tender offer would also cover all transferable warrants (bons de souscription d’actions) and convertible bonds issued by SuperSonic Imagine in the event no agreement has been reached with the holders of such securities. This tender offer, which could be completed by the end of 2019, may be followed by a mandatory squeeze-out if the applicable legal and regulatory requirements are met.

The completion of this tender offer is subject to the French Financial Markets Authority's clearance decision on the proposed tender offer and, particularly, on its financial terms (including the squeeze-out). It is specified that this tender offer shall, in accordance with article 231-9, I of the French Financial Markets Authority General Regulation, be deemed null and void if, on its closing date, Hologic does not hold a number of shares representing more than 50% of SuperSonic Imagine’s share capital or voting rights.

Acquiring SuperSonic Imagine will enable Hologic to enter the $450 million cart-based global breast ultrasound market, which has been growing at a high-single-digit rate as the technology is increasingly being used as an adjunct to mammography in women with dense breast tissue. SuperSonic Imagine’s products will complement VieraTM, the wireless, handheld ultrasound scanner that Hologic is commercializing through a development and distribution agreement with Clarius Mobile Health.

“SuperSonic Imagine provides best-in-class ultrasound technology that is strategically important to the long-term growth of our Breast Health business,” said Steve MacMillan, Hologic’s Chairman, President and Chief Executive Officer. “The transaction is consistent with our capital deployment goals and will be accretive to our revenue growth rate.”

SuperSonic Imagine generated approximately $29 million of revenue in calendar 2018. Less than 15% of this revenue came from the United States, Hologic’s largest market, providing an opportunity for future growth. The acquisition is estimated to be less than 1 percent dilutive to Hologic’s non-GAAP earnings per share in fiscal 2020.

Based in Aix-en-Provence, France, SuperSonic Imagine employs approximately 180 people.

About Hologic, Inc.

Hologic, Inc. is an innovative medical technology company primarily focused on improving women's health and well-being through early detection and treatment. For more information on Hologic, visit www.hologic.com. Hologic, Focal, Faxitron and Viera are trademarks and/or registered trademarks of Hologic, Inc. and/or its subsidiaries in the United States and/or other countries.

About SuperSonic Imagine

SuperSonic Imagine specializes in ultrasound medical imaging. The company manufactures the flagship Aixplorer® series of products, which feature the exclusive UltraFast™ technology. UltraFast has given rise to new imaging modes that set the standards of care for non-invasive characterization of breast, liver and prostate diseases. The first groundbreaking UltraFast™ mode developed is ShearWave™ Elastography (SWE), which enables doctors to view and instantly analyze tissue stiffness, a vitally important factor in the diagnosis of many conditions. To date, more than 600 published articles have validated the diagnostic value of its technologies. The most recent addition to the Aixplorer range is the Aixplorer MACH 30 ultrasound platform that introduces the next generation of UltraFast imaging, which optimizes the system’s innovative imaging modes: ShearWave PLUS, Doppler UltraFast™, Angio PL.U.S. and TriVu.

The company has more than 2,300 ultrasound systems installed in over 80 countries. Its main growth markets are China, the United States and the European Union (France). The company generated a turnover of €24.6 million in 2018. SuperSonic Imagine is listed on Euronext (symbol: SSI). Find out more at www.supersonicimagine.com.

Non-GAAP Financial Measures

This press release discusses non-GAAP diluted EPS, which is a non-GAAP financial measure. The Company's definition of non-GAAP diluted EPS may differ from similarly titled measures used by others. The Company defines its non-GAAP EPS presented in this press release to primarily exclude the amortization of intangible assets, acquisition- and integration-related charges, and income taxes related to such adjustment.

Non-GAAP diluted EPS adjusts for specified items that may be non-cash, or can be highly variable or difficult to predict. In the context of forward-looking statements, the non-GAAP financial measures facilitate period-to-period comparisons by excluding the effects of events that have occurred in the past or may occur in the future and have accounting consequences that can mask underlying operational trends, such as acquisitions, restructurings, debt extinguishment and impairments.

This non-GAAP financial measure should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP. Because non-GAAP financial measures exclude the effect of items that will increase or decrease the Company's reported results of operations, management encourages investors to review the Company's consolidated financial statements and publicly filed reports in their entirety.

Future GAAP EPS may be affected by changes in ongoing assumptions and judgments, and may also be affected by non-recurring, unusual or unanticipated charges, expenses or gains, which are excluded in the calculation of the Company's non-GAAP EPS as described in this press release.

When Hologic provides its expectations for non-GAAP EPS on a forward-looking basis, a reconciliation of the differences between these non-GAAP expectations and the corresponding GAAP measures are not available without unreasonable effort because Hologic has not estimated the fair value of the assets and liabilities expected to be acquired in the transaction. Nor has the Company determined the fair value of acquired intangible assets and related annual amortization expense that would be required in order to provide the corresponding GAAP measure. The variability of the items that have not yet been determined may have a significant, and potentially unpredictable, impact on Hologic’s future GAAP results.

Forward-Looking Statements

This news release contains forward-looking information that involves risks and uncertainties, including statements about each company’s plans, objectives, expectations and intentions. Such statements include, without limitation: financial or other information based upon or otherwise incorporating judgments or estimates relating to future performance, events or expectations; each company’s strategies, positioning, resources, capabilities, and expectations for future performance; and each company’s outlook and financial and other guidance. These forward-looking statements are based upon assumptions made as of this date and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated.

Risks and uncertainties that could adversely affect either company’s business and prospects, and otherwise cause actual results to differ materially from those anticipated, include without limitation: the risk that the transaction will not close in the expected time period, or at all; the possibility that the anticipated benefits from the proposed transaction cannot be fully realized or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of SuperSonic Imagine’s operations with those of Hologic will be greater than expected; the ability to successfully manage ongoing organizational and strategic changes; the development of new competitive technologies and products; and anticipated trends relating to Hologic’s financial condition or results of operations.

The risks included above are not exhaustive. Other factors that could adversely affect each company’s business and prospects are described in the filings made by the applicable company with regulatory authorities. Hologic and SuperSonic Imagine expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any such statements presented herein to reflect any change in expectations or any change in events, conditions or circumstances on which any such statements are based.

Source: Hologic, Inc.

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