MARLBOROUGH, Mass.,
Dec. 14, 2016 /PRNewswire/
-- Hologic, Inc. (Nasdaq: HOLX) has entered into a definitive
agreement to sell its share of its blood screening business to
long-time commercial partner, Grifols (MCE: GRF, MCE: GRF.P and
NASDAQ: GRFS), for gross proceeds of $1.85
billion in cash, the Company announced today. The
transaction has been approved by the boards of directors of both
companies.
"Divesting our share of our blood screening business to Grifols
will strengthen our efforts to build a sustainable growth company
by accelerating top- and bottom-line growth rates, while
significantly increasing financial flexibility," said Steve MacMillan, the Company's Chairman,
President and Chief Executive Officer. "We are immensely
proud of the contributions we have made to global blood safety over
nearly 20 years. But at the same time, we believe that the
business and our blood screening employees are best positioned to
succeed under a single owner, and that this sale to Grifols
provides excellent value for Hologic and our shareholders."
Hologic and Grifols are the global leader in molecular blood
screening, and have collaborated since 1998 through their
respective predecessor companies. In the collaboration,
Hologic is primarily responsible for research and development and
manufacturing of the Procleix blood screening products, while
Grifols is responsible for commercialization worldwide. The
companies share revenue from the products, which are molecular
assays and instruments that are used by blood banks around the
world to screen donated blood, prior to transfusion, for viruses
including HIV, hepatitis C and B, West Nile and Zika.
Under the agreement, Grifols will receive a fully paid-up
license to certain of Hologic's intellectual property for use in
the blood screening field. Approximately 175 people, mainly
in operations and research and development, will transfer to
Grifols, along with Hologic's blood screening manufacturing
facility in Rancho Bernardo, California. Hologic will retain
the engineering expertise that led to the development of the fully
automated TIGRIS® and Panther® systems, but will partner with
Grifols to ensure that blood screening customers continue to
benefit from state-of-the-art instrumentation over the long
term.
For all of Hologic's fiscal 2017, the Company's share of the
blood screening business was forecast to contribute approximately
$240 million of revenue, GAAP diluted
earnings per share (EPS) of $0.19,
and non-GAAP diluted EPS of $0.34. Hologic expects to update its
financial guidance for fiscal 2017 after the transaction
closes. A reconciliation of GAAP to non-GAAP EPS is shown
under "Non-GAAP Financial Measures" later in this press
release.
The transaction is expected to close in the first quarter of
calendar 2017, subject to customary conditions such as the
expiration or termination of any applicable waiting periods under
antitrust laws.
Morgan Stanley & Co. LLC is serving as financial adviser to
Hologic, while Gibson, Dunn & Crutcher LLP is serving as legal
adviser.
Conference Call and Webcast
Hologic's management will host a conference call at 4:30 p.m. ET today to discuss this
transaction. Approximately 10 minutes before the call, dial
877-795-3610 (U.S. and Canada) or
719-325-4776 (international) and enter access code 3837366. A
replay will be available starting two hours after the call ends
through January 13, 2017 at
888-203-1112 (U.S. and Canada) or
719-457-0820 (international), access code 3837366, pin 9876.
The Company will also provide a live webcast of the call at
http://investors.hologic.com.
About Hologic, Inc.
Hologic, Inc. is a leading developer, manufacturer and supplier
of premium diagnostic products, medical imaging systems and
surgical products. The Company's core business units focus on
diagnostics, breast health, GYN surgical, and skeletal
health. With a unified suite of technologies and a robust
research and development program, Hologic is dedicated to The
Science of Sure. For more information on Hologic, visit
www.hologic.com.
Hologic, The Science of Sure, TIGRIS, Panther and associated
logos are trademarks and/or registered trademarks of Hologic, Inc.
and/or its subsidiaries in the United
States and/or other countries. Procleix is a trademark
of Grifols.
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 exclude the amortization of intangible assets
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. A
reconciliation of GAAP to non-GAAP EPS presented in this press
release is shown below:
GAAP blood screening
contribution to net income per share
|
$0.19
|
Amortization of
intangible assets
|
$0.24
|
Tax impact of
exclusion
|
$(0.09)
|
Non-GAAP blood
screening contribution to net income per share
|
$0.34
|
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
forecast as described in this press release.
Forward-Looking Statements
This news release contains forward-looking information that
involves risks and uncertainties, including statements about the
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;
the Company's strategies, positioning, resources, capabilities, and
expectations for future performance; and the Company's outlook and
financial and other guidance. These forward-looking statements are
based upon assumptions made by the Company 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 the
Company's business and prospects, and otherwise cause actual
results to differ materially from those anticipated, include
without limitation: the ability of the Company and Grifols to
secure the required regulatory approvals for this transaction; the
ability of the Company to realize anticipated benefits of future
strategic alliances; the risks of conducting business
internationally; the risk of adverse exchange rate fluctuations on
the Company's international activities and businesses; the
Company's ability to predict accurately the demand for its
products, and products under development, and to develop strategies
to address its markets successfully; the early stage of market
development for certain of the Company's products; the Company's
leverage risks, including the Company's obligation to meet payment
obligations and financial covenants associated with its debt; risks
related to the use and protection of intellectual property;
expenses, uncertainties and potential liabilities relating to
litigation, including, without limitation, commercial, intellectual
property, employment and product liability litigation; technical
innovations that could render products marketed or under
development by the Company obsolete; and competition.
The risks included above are not exhaustive. Other factors that
could adversely affect the Company's business and prospects are
described in the filings made by the Company with the SEC. The
Company expressly disclaims 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.
Contact
Michael Watts
Vice President, Investor Relations and Corporate
Communications
(858) 410-8588
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SOURCE Hologic, Inc.