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Hologic Acquires AEG Elektrofotografie GMBH

by Barbara Kram, Editor | May 09, 2006
AEG Elektrofotografie supplies selenium
for Hologic full-field mammography
BEDFORD, MA, (May 2, 2006) -- Hologic, Inc. (NASDAQ: HOLX), a leading provider of state-of-the-art diagnostic and digital imaging systems directed towards women's health, today announced it has acquired AEG Elektrofotografie GmbH and its group of related companies ("AEG Elektrofotografie") for a purchase price of EUR 21 million subject to adjustment, plus a one-year earn-out of EUR 1.7 million. The purchase price consists of EUR 16,297,650 in cash and an additional 109,720 shares of Hologic Common Stock. The common stock is subject to certain lockups based on achieving an EBITDA target or if the stock price increases/decreases by a set amount. The earn-out will be payable in cash if AEG Elektrofotografie calendar year 2006 EBITDA exceeds a pre-set amount.

AEG Elektrofotografie, a privately held company headquartered in Warstein, Germany, is a leading manufacturer of photoconductor materials, and is Hologic's sole supplier of amorphous selenium photoconductor coatings employed in its Selenia full-field digital mammography detectors. AEG Elektrofotografie also develops, manufactures, and sells photoconductor materials for use in a variety of electro photographic applications, including copying and printing. AEG Elektrofotografie's estimated revenue in calendar year 2005 was EUR 42.7 million. Hologic expects this acquisition to be accretive to earnings.

With the acquisition of AEG Elektrofotografie, Hologic takes direct control over a critical step in its detector manufacturing process. Hologic and AEG Elektrofotografie had previously developed a close collaborative relationship, including in manufacturing and research and development. The combination of the companies should facilitate further manufacturing efficiencies and accelerate research and development of new detector products.

"The agreement to acquire AEG Elektrofotografie is consistent with the Company's long-term strategic plan," said Jack Cumming, Chairman and Chief Executive Officer. "With our amorphous selenium detector technology, we are well positioned to benefit from the transition of analog to digital mammography. Bringing amorphous selenium technology in-house should allow us to more efficiently manage our supply chain, improve manufacturing margins and respond to the continued growth of Selenia and future product development requirements."

"We are pleased to ensure that our long-standing tradition of providing innovative high quality products to our customers will continue as a result of this business transaction," said Manfred Wagner, Chairman of the Managing Board of AEG Elektrofotografie. "We are confident that Hologic along with our talented team will work collaboratively to build an even stronger platform for x-ray imaging applications."

About Hologic
Hologic Inc. is a leading developer, manufacturer and supplier of premium diagnostic and medical imaging systems dedicated to serving the healthcare needs of women, and a leading developer of innovative imaging technology for digital radiography and breast imaging. Hologic's core business units are focused on mammography and breast biopsy, osteoporosis assessment, and mini C-arm and extremity MRI imaging for orthopedic applications. For more information visit www.hologic.com.

About AEG Elektrofotografie
Since 1970, AEG Elektrofotografie GmbH and its predecessors have been worldwide leading photoreceptor manufacturers for a variety of electro-photographic processes, including copying, printing, and x-ray imaging applications. Key technologies of AEG are selenium vacuum deposition with more than forty-five years experience, and organic dip coating process technologies for analog and digital printing and copying applications. For more information visit www.aeg-photoconductor.com.