Hologic Inc. has made a binding offer to acquire (directly or through an affiliate) SuperSonic Imagine (Euronext: SSI, FR0010526814), a France-based innovator in cart-based ultrasound products, and that it has entered into an exclusive negotiation agreement with the company and its main shareholders toward that end.
 
“Like our previous acquisitions of Faxitron and Focal, acquiring SuperSonic Imagine will strengthen our strategy to provide comprehensive screening, interventional and surgical solutions across the continuum of breast health care,” said Pete Valenti, Hologic’s Division President, Breast and Skeletal Health Solutions. “Ultrasound is becoming increasingly important in diagnosing breast cancer, and we believe SuperSonic Imagine offers superior technology that translates into better clinical outcomes for breast cancer patients, as well as for patients with liver and prostate disease.”
 
Under the terms of the binding offer, Hologic has agreed to acquire SuperSonic Imagine’s outstanding shares at a price of €1.50 per share. This price corresponds to approximately $39 million for all outstanding shares, or approximately $42 million assuming all outstanding warrants and options with an exercise price lower than €1.50 are exercised. In addition, Hologic would make available funds to repay SuperSonic Imagine’s net debt in an amount not to exceed $43 million, equating to a maximum enterprise value of $85 million. SuperSonic Imagine’s main shareholders, who together hold 10,841,409 shares or approximately 46 percent of the outstanding share capital of the company, have agreed to sell their shares to Hologic at the price of €1.50 per share, following a consultation process with SuperSonic Imagine’s social and economic committee and subject to obtaining French regulatory clearance regarding foreign investments, a favorable opinion of the SuperSonic Imagine board of directors based on the fairness opinion issued by the independent expert appointed by SuperSonic Imagine in accordance with paragraphs I, 1°, 2°, 4° and 5° and II of article 261-1 of the French Financial Markets Authority General Regulation, and other conditions.
 
If this acquisition is completed, Hologic will file a cash tender offer, which would not be subject to any condition precedent, for all the remaining shares of SuperSonic Imagine at the same price per share, which represents a premium of 42.9 percent over the closing price on June 19, 2019 and a premium of 45.7 percent over the volume-weighted average price over 60 trading days. In accordance with applicable regulations, this tender offer would also cover all transferable warrants (bons de souscription d’actions) and convertible bonds issued by SuperSonic Imagine in the event no agreement has been reached with the holders of such securities. This tender offer, which could be completed by the end of 2019, may be followed by a mandatory squeeze-out if the applicable legal and regulatory requirements are met.
 
The completion of this tender offer is subject to the French Financial Markets Authority's clearance decision on the proposed tender offer and, particularly, on its financial terms (including the squeeze-out). It is specified that this tender offer shall, in accordance with article 231-9, I of the French Financial Markets Authority General Regulation, be deemed null and void if, on its closing date, Hologic does not hold a number of shares representing more than 50 percent of SuperSonic Imagine’s share capital or voting rights.
Acquiring SuperSonic Imagine will enable Hologic to enter the $450 million cart-based global breast ultrasound market, which has been growing at a high-single-digit rate as the technology is increasingly being used as an adjunct to mammography in women with dense breast tissue. SuperSonic Imagine’s products will complement Viera, the wireless, handheld ultrasound scanner that Hologic is commercializing through a development and distribution agreement with Clarius Mobile Health.
 
“SuperSonic Imagine provides best-in-class ultrasound technology that is strategically important to the long-term growth of our Breast Health business,” said Steve MacMillan, Hologic’s Chairman, president, and CEO. “The transaction is consistent with our capital deployment goals and will be accretive to our revenue growth rate.”
 
SuperSonic Imagine generated approximately $29 million of revenue in calendar 2018. Less than 15 percent of this revenue came from the United States, Hologic’s largest market, providing an opportunity for future growth. The acquisition is estimated to be less than 1 percent dilutive to Hologic’s non-GAAP earnings per share in fiscal 2020.
 
Based in Aix-en-Provence, France, SuperSonic Imagine employs approximately 180 people.