Hologic, Inc. (Nasdaq: HOLX), a global leader in women’s health,
today announced that it signed a definitive agreement to acquire
Endomagnetics Ltd (Endomag®), a privately held developer of breast
cancer surgery technologies, for approximately $310 million,
subject to working capital and other customary closing
adjustments.
“Endomag’s suite of solutions complements our existing breast
surgery portfolio and will provide surgeons and radiologists with
an expanded range of options to meet the individual needs of more
patients undergoing critical breast cancer procedures,” said Erik
Anderson, President of Breast and Skeletal Health Solutions at
Hologic. “With a global footprint and a similar commitment to
women’s health, we are excited about the potential of welcoming the
Endomag team and our future opportunities together to increase
access to these technologies and better serve patients across the
breast health continuum of care.”
Endomag, which is based in Cambridge, United Kingdom, develops
and sells breast surgery localization and lymphatic tracing
technologies. Its products include the Magseed® marker for magnetic
tissue localization before surgery, the Magtrace® lymphatic tracing
injectable for breast cancer staging and the Sentimag® platform,
which supports both localization and lymphatic tracing.
“We are delighted to attract the strength and focus of Hologic
to power the next phase of our growth,” said Eric Mayes, CEO of
Endomag. “Our team is encouraged by our cultural alignment and the
potential to strengthen a broader portfolio of solutions to improve
women’s health globally.”
Endomag generated approximately $35 million of revenue in
calendar 2023. The acquisition is expected to be slightly dilutive
to Hologic’s non-GAAP earnings per share in fiscal 2024, break even
in 2025 and accretive thereafter.
Completion of the acquisition is subject to customary closing
conditions, including regulatory approvals.
About Hologic, Inc.
Hologic, Inc. is a global medical technology innovator focused
on improving the health and well-being of women, their families and
communities through early detection and treatment. Its advancements
include invention of the world’s first commercial 3D mammography
system to find breast cancer earlier; leadership in testing for
cervical cancer, sexually transmitted infections and respiratory
illnesses; and minimally invasive surgical technologies for uterine
fibroids and abnormal uterine bleeding. The company also champions
women through the Hologic Global Women’s Health Index, which
provides a science-backed data framework for improving women’s
well-being.
For more information about the company, visit
www.Hologic.com.
About Endomag®
Endomag® is a medical technology company devoted to improving
the global standard of care for breast cancer. At the heart of
Endomag’s product platform is the Sentimag® localization system, a
non-radioactive surgical guidance platform that offers both tissue
localization and breast cancer staging in one platform. The
Sentimag® uses a probe that works like a metal detector and is used
to detect Endomag’s magnetic seed (Magseed®) and liquid tracer
(Magtrace®) for removing tumors and performing minimally invasive
staging procedures.
Non-GAAP Financial
Measures
This press release discusses non-GAAP EPS, which is a non-GAAP
financial measure. The Company’s definition of non-GAAP EPS may
differ from similarly titled measures used by others. The Company
defines its non-GAAP EPS presented in this press release to
primarily exclude the amortization of intangible assets,
acquisition- and integration-related charges, and income taxes
related to such adjustment.
Non-GAAP 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.
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
as described in this press release.
When Hologic provides its expectations for non-GAAP EPS on a
forward-looking basis, a reconciliation of the differences between
these non-GAAP expectations and the corresponding GAAP measures is
not available without unreasonable effort because Hologic has not
estimated the fair value of the assets and liabilities expected to
be acquired in the transaction. Nor has the Company determined the
fair value of acquired intangible assets and related annual
amortization expense that would be required in order to provide the
corresponding GAAP measure. The variability of the items that have
not yet been determined may have a significant, and potentially
unpredictable, impact on Hologic’s future GAAP results.
Forward-Looking Statements
This news release may contain forward-looking information that
involves risks and uncertainties, including statements about the
use of Hologic and Endomag products and Hologic and Endomag plans,
objectives, expectations and intentions (including financial or
other information based upon or otherwise incorporating judgments
or estimates relating to future performance, events or
expectations; each company’s strategies, positioning, resources,
capabilities, and expectations for future performance; and each
company’s outlook and financial and other guidance). There can be
no assurance these products will achieve the benefits described
herein or that such benefits will be replicated in any particular
manner with respect to an individual patient, as the actual effect
of the use of the products can only be determined on a case-by-case
basis. In addition, there can be no assurance that these products
will be commercially successful or achieve any expected level of
sales. These forward-looking statements are based upon assumptions
made 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 either
company’s business and prospects, and otherwise cause actual
results to differ materially from those anticipated, include
without limitation: the possibility that the anticipated benefits
from the proposed transaction or products cannot be fully realized
or may take longer to realize than expected; the possibility that
costs or difficulties related to the integration of Endomag
operations with those of Hologic will be greater than expected; the
ability of Hologic and Endomag to retain and hire key personnel;
the coverage and reimbursement decisions of third-party payers and
the guidelines, recommendations, and studies published by various
organizations relating to the use of products and treatments; the
ability to successfully manage ongoing organizational and strategic
changes, including Hologic’s ability to attract, motivate and
retain key employees; the development of new competitive
technologies and products; regulatory approvals and clearances for
products or the proposed transaction; the anticipated development
of markets in which products are sold into and the success of
products in these markets; the anticipated performance and benefits
of products; estimated asset and liability values; anticipated
trends relating to Hologic’s financial condition or results of
operations; and Hologic’s capital resources and the adequacy
thereof.
The risks included above are not exhaustive. Other factors that
could adversely affect Hologic’s business and prospects are
described in Hologic’s filings with the SEC. Hologic 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.
Hologic and The Science of Sure are trademarks and/or registered
trademarks of Hologic, Inc., and/or its subsidiaries in the United
States and/or other countries.
Source: Hologic, Inc.
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version on businesswire.com: https://www.businesswire.com/news/home/20240429961559/en/
Media Contact Bridget Perry Director, Corporate
Communications (+1) 508.263.8654 bridget.perry@hologic.com
Investor Contact Ryan Simon Vice President, Investor
Relations (+1) 858.410.8514 ryan.simon@hologic.com
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