Business Wire09.27.19
Hologic Inc., a global leader in women’s health, and SuperSonic Imagine, a company specialized in ultrasound medical imaging, announce that Hologic Hub Ltd. a wholly-owned indirect subsidiary of Hologic Inc., has acquired approximately 46 percent of SuperSonic Imagine shares, pursuant to a shares sale agreement.
“We are very pleased to take this important step in the process of acquiring SuperSonic Imagine, and are excited to begin integrating the company’s best-in-class ultrasound technology, products and people with Hologic’s broader resources for the benefit of women’s breast health,” said Pete Valenti, Hologic’s division president, Breast and Skeletal Health Solutions.
SuperSonic Imagine’s main shareholders, namely Bpifrance, Andera Partners, Auriga Partners, Mérieux Participations and CDC PME Croissance, holding together 10,841,409 shares, representing approximately 46 percent of the outstanding share capital of SuperSonic Imagine, sold all of their shares to Hologic at a price of 1.50 euros per share.
This acquisition is being made following consultation with SuperSonic Imagine’s employee representative bodies (organes représentatifs du personnel) and confirmation from the Minister of the Economy that the transaction is not subject to the French foreign investments prior authorization process.
In this context, SuperSonic Imagine has also entered into a termination agreement with Kreos pursuant to which, upon payment of a sum of approximately 16.4 million euros, the financing agreements entered into with Kreos, i.e., the 2017 Venture Loan Agreement, the 2018 Venture Loan Agreement, and all related documentation, including all agreements relating to the warrants issued by SuperSonic Imagine in December 2018 to the benefit of Kreos Capital V (Expert Fund) L.P, will be terminated. Pursuant to this termination agreement, SuperSonic Imagine will be definitively and fully discharged of any obligation towards Kros Capital V (UK) Ltd. and Kreos Capital V (Expert Fund) L.P. under these financing agreements.
Hologic filed a cash tender offer, as the case may be, by a mandatory squeeze-out, (i) for all SuperSonic Imagine’s outstanding shares (with the exception of shares already held by Hologic, treasury shares held by SuperSonic Imagine, and shares subject to a legal retention obligation) and (ii) all the shares that may be issued before the closing of the tender offer upon exercise of options (stock options and founders’ warrants), at a price of 1.50 euros per share, following the receipt of an opinion from SuperSonic Imagine’s Board of Directors on the fairness of the tender offer and its consequences for the company, its shareholders and employees, notably in consideration of the conclusions of the report of the independent expert (Accuracy) appointed on June 20, 2019, by SuperSonic Imagine’s Board of Directors.
Finally, the completion of the tender offer is subject to the compliance decision of the Autorité des marchés financiers on the contemplated tender offer.
SuperSonic Imagine and Hologic also entered into a tender offer agreement setting forth the terms pursuant to which Hologic will proceed with the tender offer, the company's corporate governance commitments, commitments to conduct the company's business in the normal course of business, and certain representations and warranties.
As previously announced, Hologic has agreed to acquire SuperSonic Imagine’s outstanding shares at a price of 1.50 euros per share. This price corresponds to approximately $39 million for all outstanding shares, or approximately $42 million assuming all outstanding options with an exercise price lower than 1.50 euros are exercised (based on the exchange rate of $1.13 for 1 euro).
Hologic Inc. is an innovative medical technology company primarily focused on improving women's health and well-being through early detection and treatment.
SuperSonic Imagine is a medical technology company (Medtech) specialized in ultrasound imaging. The company designs, develops and markets an ultrasound platform whose exclusive ultrafast technology (UltraFast) has given rise to new imaging methods, which have now become standards in the non-invasive care path for the characterization of breast, liver or prostate diseases. The first innovative mode UltraFast is ShearWave elastography (SWE), which allows doctors to instantly visualize and analyze tissue hardness, which is critical information for the diagnosis of many pathologies. To date, more than 600 publications have validated the benefits of its technologies. The latest addition to the Aixplorer range, Aixplorer MACH 30, introduces a new generation of imaging UltraFast allowing the optimization of all innovative imaging modes: ShearWave PLUS, UltraFast Doppler, Angio PL.U.S, TriVu. With more than 2,300 ultrasound platforms installed worldwide, SuperSonic Imagine is present in more than 80 countries and its main markets are China, the United States and France. In 2018, the company generated revenues of 24.6 million euros. SuperSonic Imagine is a company listed on Euronext (symbol: SSI).
“We are very pleased to take this important step in the process of acquiring SuperSonic Imagine, and are excited to begin integrating the company’s best-in-class ultrasound technology, products and people with Hologic’s broader resources for the benefit of women’s breast health,” said Pete Valenti, Hologic’s division president, Breast and Skeletal Health Solutions.
SuperSonic Imagine’s main shareholders, namely Bpifrance, Andera Partners, Auriga Partners, Mérieux Participations and CDC PME Croissance, holding together 10,841,409 shares, representing approximately 46 percent of the outstanding share capital of SuperSonic Imagine, sold all of their shares to Hologic at a price of 1.50 euros per share.
This acquisition is being made following consultation with SuperSonic Imagine’s employee representative bodies (organes représentatifs du personnel) and confirmation from the Minister of the Economy that the transaction is not subject to the French foreign investments prior authorization process.
In this context, SuperSonic Imagine has also entered into a termination agreement with Kreos pursuant to which, upon payment of a sum of approximately 16.4 million euros, the financing agreements entered into with Kreos, i.e., the 2017 Venture Loan Agreement, the 2018 Venture Loan Agreement, and all related documentation, including all agreements relating to the warrants issued by SuperSonic Imagine in December 2018 to the benefit of Kreos Capital V (Expert Fund) L.P, will be terminated. Pursuant to this termination agreement, SuperSonic Imagine will be definitively and fully discharged of any obligation towards Kros Capital V (UK) Ltd. and Kreos Capital V (Expert Fund) L.P. under these financing agreements.
Hologic filed a cash tender offer, as the case may be, by a mandatory squeeze-out, (i) for all SuperSonic Imagine’s outstanding shares (with the exception of shares already held by Hologic, treasury shares held by SuperSonic Imagine, and shares subject to a legal retention obligation) and (ii) all the shares that may be issued before the closing of the tender offer upon exercise of options (stock options and founders’ warrants), at a price of 1.50 euros per share, following the receipt of an opinion from SuperSonic Imagine’s Board of Directors on the fairness of the tender offer and its consequences for the company, its shareholders and employees, notably in consideration of the conclusions of the report of the independent expert (Accuracy) appointed on June 20, 2019, by SuperSonic Imagine’s Board of Directors.
Finally, the completion of the tender offer is subject to the compliance decision of the Autorité des marchés financiers on the contemplated tender offer.
SuperSonic Imagine and Hologic also entered into a tender offer agreement setting forth the terms pursuant to which Hologic will proceed with the tender offer, the company's corporate governance commitments, commitments to conduct the company's business in the normal course of business, and certain representations and warranties.
As previously announced, Hologic has agreed to acquire SuperSonic Imagine’s outstanding shares at a price of 1.50 euros per share. This price corresponds to approximately $39 million for all outstanding shares, or approximately $42 million assuming all outstanding options with an exercise price lower than 1.50 euros are exercised (based on the exchange rate of $1.13 for 1 euro).
Hologic Inc. is an innovative medical technology company primarily focused on improving women's health and well-being through early detection and treatment.
SuperSonic Imagine is a medical technology company (Medtech) specialized in ultrasound imaging. The company designs, develops and markets an ultrasound platform whose exclusive ultrafast technology (UltraFast) has given rise to new imaging methods, which have now become standards in the non-invasive care path for the characterization of breast, liver or prostate diseases. The first innovative mode UltraFast is ShearWave elastography (SWE), which allows doctors to instantly visualize and analyze tissue hardness, which is critical information for the diagnosis of many pathologies. To date, more than 600 publications have validated the benefits of its technologies. The latest addition to the Aixplorer range, Aixplorer MACH 30, introduces a new generation of imaging UltraFast allowing the optimization of all innovative imaging modes: ShearWave PLUS, UltraFast Doppler, Angio PL.U.S, TriVu. With more than 2,300 ultrasound platforms installed worldwide, SuperSonic Imagine is present in more than 80 countries and its main markets are China, the United States and France. In 2018, the company generated revenues of 24.6 million euros. SuperSonic Imagine is a company listed on Euronext (symbol: SSI).