Hologic, Inc. announced that it has entered into a definitive agreement to be acquired by funds managed by Blackstone (“Blackstone”) and TPG in a transaction valued at up to $79 per share, representing an enterprise value of up to $18.3 billion.
Under the terms of the agreement, Blackstone and TPG will acquire all outstanding Hologic shares for $76 per share in cash plus a non-tradable contingent value right (CVR) to receive up to $3 per share in two payments of up to $1.50 each, for total consideration of up to $79 per share in cash. The non-tradable CVR would be issued to Hologic stockholders at closing and paid, in whole or in part, following achievement of certain global revenue goals for Hologic’s Breast Health business in fiscal years 2026 and 2027.
The aggregate purchase price represents a premium of approximately 46% to Hologic’s closing price on May 23, 2025, the last full trading day prior to media reports regarding a possible transaction involving Hologic. The transaction includes significant minority investments from a wholly owned subsidiary of the Abu Dhabi Investment Authority (“ADIA”) and an affiliate of GIC.
The transaction is expected to close in the first half of calendar year 2026, subject to the approval of Hologic’s stockholders, the receipt of required regulatory approvals and the satisfaction of certain other customary closing conditions. The Hologic Board of Directors has unanimously approved the merger agreement and recommends that Hologic stockholders vote their shares to approve the transaction and adopt the merger agreement.
Blackstone and TPG have secured committed financing for the transaction. They have delivered to Hologic a debt financing commitment letter from Citi, Bank of America, Barclays, Royal Bank of Canada and SMBC, and equity commitment letters from funds advised by Blackstone and TPG that, taking into account the Company’s balance sheet, in the aggregate, are sufficient to fund the purchase price and pay related fees and expenses at closing. Blackstone’s private equity strategy for individual investors is also expected to invest as part of the transaction. TPG is investing in Hologic through TPG Capital, the firm’s U.S. and European private equity platform.
Upon completion of the transaction, Hologic’s common stock will be delisted from the Nasdaq stock market. The Company will maintain its headquarters in Marlborough, Massachusetts, and will continue to operate under the Hologic name and brand.
The merger agreement includes a 45-day “go-shop” period, during which time Hologic and its advisors may solicit, consider and negotiate alternative acquisition proposals from third parties. The Hologic Board of Directors will have the right to terminate the merger agreement to enter into a transaction providing for a superior proposal, subject to the terms and conditions of the merger agreement. There can be no assurance that this process will or will not result in a superior proposal. Hologic does not intend to disclose updates on this process unless and until it determines that such disclosure is appropriate or required.
As announced on October 2, Hologic plans to report its financial results for the fourth quarter of fiscal 2025 via press release on November 3. Given the transaction announced, Hologic does not intend to provide financial guidance for fiscal 2026 in this upcoming press release. In addition, Hologic does not plan to hold any earnings calls while the transaction is pending. The Company plans to file its Form 10-K for fiscal 2025 with the SEC in late November.
Read the full announcement on Businesswire for more information
