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Hologic to acquire Gen-Probe for $3.7 billion
BEDFORD, Mass., and SAN DIEGOŚHologic Inc. and Gen-Probe Inc. have 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 $82.75 per share in cash, or a total enterprise value of approximately $3.7 billion.
The all-cash transaction is expected to be funded through available cash and additional financing of term loans and high-yield securities, with an expected completion of the deal in the second half of 2012.
Cowen and Co analyst Doug Schenkel offers the opinion that the $3.7 billion price tag seems to be a full and fair valuation and he expects that a competitive bid is unlikely. The deal may create ripples in other ways, though, as noted by Oppenheimer & Co analyst David Ferreiro in an investor note when he indicated the acquisition of Gen-Probe will probably attract investors' attention to the remaining independent companies with molecular diagnostic platforms, including QIAGEN and Cepheid.
Hologic notes that Gen-Probe "is a leader in molecular diagnostics products and services, making it a highly complementary addition to Hologic's growing diagnostics portfolio," and the combined company would have pro-forma revenues over the past 12 months of approximately $2.4 billion, adjusted earnings before interest, taxes, depreciation, and amortization of $822 million (excluding cost synergies, which are predicted to be approximately $75 million in within three years following the close of the transaction) and offer a wide spectrum of health products globally.
"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," said Rob Cascella, president and CEO of Hologic. "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 sexually transmitted disease 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."
In addition, Gen-Probe's PROCLEIX line of HIV, HCV, HBV and West Nile Virus blood screening products, as well as its strong partnership with Novartis were attractive to Hologic and provide "a global reach and significant growth opportunities for the combined company."
The combined company also expects to create additional value through significant cross-selling opportunities, a combined global sales force and complementary research and development and operational capabilities.
"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," Cascella said. "With the combination of our capabilities, Hologic will operate a diagnostics franchise with the growth potential similar to our breast health franchise."
"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," added Carl Hull, chairman and CEO of Gen-Probe. "Specifically, we are excited about the opportunity to increase demand for our APTIMA women's health products based on Hologic's global commercial presence."
Hologic expects the inclusion of Gen-Probe into the company will be $0.20 accretive to Hologic's adjusted earnings per share in the first fiscal year after close and "significantly more accretive" thereafter. Hologic also expects the transaction to accelerate top and bottom line growth rates and says the combined company expects to have strong free cash flows, which will be used primarily to reduce debt, "with the expectation to return to pre-transaction leverage levels within three years."
Following the close of the transaction, Gen-Probe will become a wholly-owned subsidiary of Hologic. Hologic will retain its headquarters in Bedford, Mass., and the combined company will maintain a significant presence in San Diego. Cascella will continue as president and CEO of Hologic and Hull will oversee the company's combined diagnostics business.