HOLOGIC,INC. (NASDAQ:HOLX) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01. Completion of Acquisition or Disposition of
Assets
The disclosure under the Introductory Note is incorporated herein
by reference. The Offer and all withdrawal rights thereunder
expired at the end of the day, 12:00 midnight, Eastern time, on
March21, 2017. American Stock Transfer Trust Company, LLC, the
depositary for the Offer (the Depositary), has advised Hologic
and Purchaser that, as of the expiration of the Offer, an
aggregate of approximately 17,047,830 Shares were validly
tendered and not validly withdrawn to the Offer, representing
approximately 70.6% of Shares then outstanding. Purchaser
accepted for payment all Shares that were validly tendered and
not validly withdrawn to the Offer, and payment of the Offer
Price for such shares will be promptly made by the Depositary.
On March22, 2017, to the terms of the Merger Agreement and in
accordance with Section251(h)of the Delaware General Corporation
Law, Purchaser merged with and into Cynosure with Cynosure being
the surviving corporation (the Merger). Upon completion of
the Merger, Cynosure became a wholly owned subsidiary of Hologic.
to the Merger Agreement, at the effective time of the Merger (the
Effective Time), each outstanding Share (other than Shares
owned by (i)Cynosure, Hologic, Purchaser, or any other subsidiary
of Hologic, which Shares were cancelled and ceased to exist,
(ii)any subsidiary of Cynosure, which Shares were converted into
such number of shares of common stock of the surviving
corporation so as to maintain relative ownership percentages, or
(iii)stockholders who validly exercised appraisal rights under
Delaware law with respect to such Shares) was automatically
cancelled and converted into the right to receive an amount in
cash equal to the Offer Price.
to the terms of the Merger Agreement, as of immediately prior to
the Effective Time, (i)each then-outstanding Cynosure stock
option vested in full and was automatically cancelled and
converted into a right to receive the Offer Price (less the
applicable exercise price) in respect of each Share underlying
such stock option, (ii)each then-outstanding Cynosure restricted
stock unit award vested and was automatically cancelled and
converted into the right to
receive the Offer Price in respect of each Share underlying
such restricted stock unit award, and (iii)each
then-outstanding Cynosure performance stock unit award vested
and was automatically cancelled and converted into the right to
receive the Offer Price in respect of the maximum number of
Shares underlying such performance stock unit award.
The aggregate consideration for the Offer and the Merger was
approximately $1.46 billion, net of cash acquired and without
giving effect to Hologics related transaction fees and
expenses.
The foregoing description of the Offer, the Merger and the
Merger Agreement and the transactions contemplated thereby is
not complete and is qualified in its entirety by reference to
the Merger Agreement, which was filed as Exhibit2.1 to the
Current Report on Form8-K filed by Hologic with the SEC on
February14, 2017 and which is incorporated herein by reference.
Item 8.01. Other Events
On March22, 2017, Hologic issued a press release relating to
the expiration of the Offer and the consummation of the Merger.
The press release is attached as Exhibit99.1 hereto and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(a)Financial Statements of Businesses Acquired. The financial
statements of Cynosure required by Item 9.01(a)to this Current
Report on Form8-K will be filed by amendment within 71 calendar
days after the date this report on Form 8-K must be filed.
(b)Pro Forma Financial Information. The pro forma financial
information required by Item 9.01(b)to this Current Report on
Form8-K will be filed by amendment within 71 calendar days
after the date this report on Form8-K must be filed.
(d) Exhibits
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Exhibit No. |
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Description |
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2.1 |
Agreement and Plan of Merger, dated as of February14, |
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99.1 |
Press Release of Hologic,Inc., dated March22, 2017. |
Schedules have been omitted to Item 601(b)(2)of Regulation S-K.
Hologic hereby undertakes to furnish supplemental copies of any
of the omitted schedules upon request by the U.S. Securities
and Exchange Commission.
to the requirements of the Securities Exchange Act of 1934,
Hologic,Inc. has duly caused this current report to be signed
on its behalf by the undersigned officer hereunto duly
authorized.
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HOLOGIC,INC. |
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By: |
/s/ John M. Griffin |
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John M. Griffin |
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General Counsel |
Dated: March23, 2017
ExhibitIndex
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Exhibit No. |
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Description |
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2.1 |
Agreement and Plan of Merger, dated as of February14, |
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99.1 |
Press Release of Hologic,Inc., dated March22, 2017. |
Schedules have been omitted
About HOLOGIC, INC. (NASDAQ:HOLX)
Hologic, Inc. is a developer, manufacturer and supplier of diagnostics products, medical imaging systems and surgical products with an emphasis on women’s health. The Company operates through four segments: Diagnostics, Breast Health, GYN Surgical and Skeletal Health. The diagnostics products include Aptima family of assays, ThinPrep system, the Rapid Fetal Fibronectin Test and Procleix blood screening assays. It offers viral load assays for the quantitation of Hepatitis B Virus (HBV), Hepatitis C Virus (HCV) and Human Immunodeficiency Virus-1 (HIV-1). The Breast Health products include breast imaging and related products and accessories, including digital mammography systems, computer-aided detection (CAD) and breast biopsy guidance systems. The GYN Surgical products include NovaSure Endometrial Ablation System and MyoSure Hysteroscopic Tissue Removal System. The Skeletal Health segment offers Discovery and Horizon X-ray bone densitometers and mini C-arm imaging systems. HOLOGIC, INC. (NASDAQ:HOLX) Recent Trading Information
HOLOGIC, INC. (NASDAQ:HOLX) closed its last trading session up +0.14 at 42.23 with 1,639,498 shares trading hands.
