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Hologic to Acquire Third Wave for $580M

NEW YORK (GenomeWeb News) – Medical imaging and diagnostics products firm Hologic said today that it will acquire Third Wave Technologies for $11.25 per share, or approximately $580 million.
The acquisition will provide Hologic with complementary products targeted to the women’s health and diagnostics market. The Bedford, Mass.-based firm sells the ThinPrep pap test, while Madison, Wis.-based Third Wave recently filed for US Food and Drug Administration clearance for two molecular diagnostic tests for human papillomavirus.
The acquisition also will provide Third Wave with an established sales and distribution channel for its diagnostic tests and potentially enable it to compete more effectively in the HPV testing market against Qiagen, which sells a molecular diagnostic test for HPV in the US and Europe that it gained through its $1.6 billion acquisition of Digene a year ago. In addition to the HPV tests, Third Wave sells molecular diagnostic reagents for DNA and RNA analysis based on its Invader chemistry.
“If and when Third Wave’s HPV tests receive FDA approval, which we hope will be in the first half of calendar 2009, we will be well-positioned to take these products quickly and effectively to market,” Hologic Chairman and CEO Jack Cumming, said in a statement.
Third Wave’s shareholders will receive a total consideration of approximately $580 million in cash, assuming the conversion of Third Wave’s outstanding convertible notes, warrants, and restricted stock. Hologic said that it will borrow $600 million to finance the transaction in the form of a senior secured credit facility on terms substantially consistent with the company’s existing credit facility.
Goldman Sachs has committed to the debt financing, said Hologic.
The boards of directors of both firms have unanimously approved the transaction, and the companies expect to complete the deal in the third quarter of 2008. Hologic expects the acquisition will be modestly dilutive to its adjusted earnings per share in the first full year after closing, and increasingly accretive therafter.
The acquisition price represents a 24 percent premium to Third Wave’s average trading price over the last three months. In early Monday trade on the Nasdaq, Third Wave’s shares were up 6.1 percent at $11.15, while Hologic’s shares fell 4.3 percent to $22.41.