Hologic, Inc., a leading provider of diagnostic imaging and
state-of-the-art digital imaging systems directed towards women's health,
today announced it has entered into a definitive agreement to acquire
BioLucent, Inc. and its MammoPad breast cushion business. Concurrently with
the closing of the transaction, Biolucent will spin-off its brachytherapy
business into a newly created company, which will remain an independent
company.
The purchase price for the transaction will be $70 million (subject to
reduction in certain circumstances), plus a two-year earn out. The closing
consideration will consist of $5 million in cash and an additional $65
million payable, at the election of Hologic, in cash, shares of Hologic
Common Stock or a combination thereof. The earn-out, if earned, will be
payable in two annual cash installments not to exceed $15 million in the
aggregate based upon BioLucent achieving certain revenue targets. This
transaction is expected to close by the end of the third calendar quarter,
after completion of a California fairness hearing, and will be subject to
customary closing conditions, including BioLucent stockholder approval.
BioLucent, Inc., is a privately held medical device company located in
Aliso Viejo, California. The company has designed, manufactures and markets
the MammoPad breast cushion, a radiolucent foam cushion that covers the
cold, hard surfaces of all commercially available mammography equipment.
BioLucent's patented MammoPad is designed to reduce the discomfort that
inhibits many women from getting regular mammography screenings. MammoPad
is offered as standard of care in nearly 20% of mammography facilities
nationwide and has been used by more than 10 million women. The Company
achieved revenues of approximately $17 million in calendar 2006, a 42%
increase over its prior year.
"Expanding our market share in women's health is a key element in the
growth of our company," said Jack Cumming, Chairman and Chief Executive
Officer. "The acquisition of this technology is consistent with the
company's strategy of looking to the future and building upon our
established technology roadmap. We believe this acquisition provides us
additional technical capabilities and customer relationships to further
solidify our position of strength in the growing mammography market."
Hologic
Hologic, Inc. is a leading developer, manufacturer and supplier of
premium diagnostic and medical imaging systems dedicated to serving the
healthcare needs of women, and a leading developer of innovative imaging
technology for digital radiography and breast imaging. Hologic's core
business units are focused on mammography and breast biopsy, osteoporosis
assessment, and mini C- arm and extremity MRI imaging for orthopedic
applications.
BioLucent
BioLucent is a women's health company dedicated to the early detection
of breast cancer. The company's MammoPad breast cushion reduces mammography
discomfort while also ensuring high-quality images.
Source: Hologic
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