Hologic Set to Acquire Gen-Probe

(Bedford, MA, USA) and Gen-Probe, Inc. (San Diego, CA, USA) announced that their boards of directors have unanimously approved a definitive agreement under which Hologic will acquire all of the outstanding shares of Gen-Probe for USD 82.75 per share in cash, or a total enterprise value of approximately USD 3.7 billion. The transaction is expected to be completed in the second half of calendar 2012.

Gen-Probe is a leader in molecular diagnostics products and services, making it a good fit for Hologic’s growing diagnostics product range. The transaction allows Hologic to combine Gen-Probe’s automation platforms of Tigris and Panther and extensive range of sexually transmitted disease (STD) tests, including the Aptima line of Chlamydia/gonorrhea (CT/NG), human papillomavirus (HPV), and Trichomonas products, with its strong global market presence and distribution--all targeting women’s health. Furthermore, Gen-Probe’s Procleix line of HIV, Hepatitis C virus (HCV), HBV, and West Nile virus (WNV) blood screening products, and strong partnership with Novartis provide an attractive market, with a global reach and significant growth opportunities for the combined company. The combined company expects to create additional value through considerable cross-selling opportunities, utilizing the combined global sales force and complementary research and development (R&D) and operational capabilities.

Rob Cascella, president and chief executive officer of Hologic, said, “Gen-Probe is an ideal partner and strategic fit to Hologic’s existing diagnostics business, and complements our focus on scaling and diversifying our diagnostics franchise. Gen-Probe is a unique player in molecular diagnostics, with best-in-class technology, including the differentiating automation capabilities of Tigris and Panther, a broad menu of tests, such as the recently approved Aptima HPV and Trichomonas assays, and a leading blood screening business. This transaction establishes Hologic as a premier company in STD diagnostics and advances our core focus on women's health. With unique capabilities and an impressive new product pipeline, our combined company will be well positioned globally to capitalize on the fast-growing molecular diagnostics market with an established global infrastructure.”

Carl Hull, chairman and chief executive officer of Gen-Probe, said, “This transaction provides compelling cash value for our shareholders and represents an outstanding opportunity for our business. Together, Gen-Probe and Hologic will be very well positioned to pursue a complete range of diagnostic opportunities in women’s health, with a stronger focus on the dynamic molecular diagnostics market. Specifically, we are excited about the opportunity to increase demand for our Aptima women’s health products based on Hologic’s global commercial presence. Our employees will benefit as part of a larger diversified organization with the necessary scale and resources to be a leader in today's rapidly evolving global healthcare marketplace.”

Mr. Cascella continued, “Through this compelling transaction, we will achieve critical mass in our core diagnostics business and meet the needs of our customers with a broader portfolio of diagnostics technology, automation and connectivity solutions. With the combination of our capabilities, Hologic will operate a diagnostics franchise with the growth potential similar to our breast health franchise.”

Gen-Probe’s automated product range complements and widens Hologic’s offerings in women’s health and diagnostics. Gen-Probe adds the marketed instrument brands Tigris and Panther, as well as the Aptima line of CT/NG, HPV, and Trichomonas assays, to Hologic’s diagnostics portfolio. Moreover, new products in infectious disease testing and transplant diagnostics provide opportunities for future growth outside of women’s health.

The combined company will benefit from a broader global presence doing business in a total of over 150 countries. Hologic intends to market Gen-Probe’s products on a global basis, focusing in both developed and emerging markets worldwide. With Hologic’s direct sales and marketing structure in Europe, and its investment in China distribution, the growth trajectory of Gen-Probe’s products is significantly enhanced. Specifically, Hologic has over 500 employees focused on diagnostics in China.
The combined company will have a diversified range of products with a core focus on diagnostics and breast health, and solid positions in surgical, blood screening, and skeletal markets. Following the close of the transaction, Gen-Probe will become a wholly owned subsidiary of Hologic. Hologic will retain its headquarters in Bedford (MA, USA), and the combined company will maintain a significant presence in San Diego (CA, USA).

Rob Cascella will continue as president and chief executive officer of Hologic and Carl Hull, chairman and chief executive officer of Gen-Probe will oversee the company’s combined diagnostics business.

Hologic is a developer, manufacturer, and supplier of diagnostics products, medical imaging systems, and surgical products focused on serving the healthcare needs of women. Hologic’s core business units are focused on breast health, diagnostics, gynecologic surgical, and skeletal health.

Gen-Probe is a global leader in the development, manufacture, and marketing of molecular diagnostic products and services that are used primarily to diagnose human diseases, screen donated human blood, and ensure transplant compatibility.

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