MARLBOROUGH, Mass. & AIX-EN-PROVENCE, France--(BUSINESS WIRE)--Hologic, Inc. (Nasdaq : HOLX), a global leader in women’s health, and SuperSonic Imagine (Euronext: SSI, FR0010526814), a company specialized in ultrasound medical imaging, jointly announce today that Hologic Hub Ltd, a wholly-owned indirect subsidiary of Hologic, Inc., has acquired approximately 46% of SuperSonic Imagine shares, pursuant to a shares sale agreement entered into today.
“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% of the outstanding share capital of SuperSonic Imagine, sold all of their shares to Hologic at a price of €1.50 per share. The settlement and delivery (règlement-livraison) of these shares to Hologic will effectively occur on August 2, 2019, it being specified that the acquisition is not subject to an earn-out mechanism.
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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, 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 Kreos Capital V (UK) Ltd. and Kreos Capital V (Expert Fund) L.P. under these financing agreements.
By the end of August, Hologic will file a cash tender offer followed, 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 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.